Common use of Payment of Expenses Clause in Contracts

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

Payment of Expenses. The Except as specifically set forth herein, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)15,000 in the aggregate, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Underwriters, in an amount not to exceed $15,000)15,000 in the aggregate, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with the listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (up to an aggregate of $20,000 with respect to such legal fees and expenses not to exceed $15,000)counsel fees, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (viiix) the fees and expenses associated with listing the Common Shares Offered Securities on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementNasdaq. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale their own travel and lodging expenses and one-half of the cost of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives aircraft chartered in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions exemptions; provided such fees and disbursements related to distribution in Canada do not exceed $10,000 in the aggregate, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing ; provided such fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses do not to exceed $15,000)10,000 in the aggregate, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company Company, and travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum (such “Blue Sky Survey” or memorandum, fees and expenses of counsel not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses in an amount not to exceed $15,000)20,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (viithe remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, this Agreement and this Agreementthe Forward Agreements, (vvi) all filing fees, distribution fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadaany other country, andincluding, if requested by the Representatives, preparing the preparation by counsel for the Underwriters and printing of a “"Blue Sky Survey” ," an "International Blue Sky Survey" or memorandum and a “Canadian wrapper”other memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD review and regulations approval of FINRA related to the Underwriters’ ' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the The NASDAQ Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in or all of the Offering” in Part C of the Registration Statement. Except as provided in this Section 4 or in 6, Section 7, and Section 9 or Section 10 8, hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale counsel and costs and expenses incident to the preparation and undertaking of any "road show" presentations to be made to prospective investors (except the travel and accommodation expenses of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showCompany's employees).

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, this Agreement and this Agreementthe Forward Agreements, (vvi) all filing fees, distribution fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadaany other country, andincluding, if requested by the Representatives, preparing the preparation by counsel for the Underwriters and printing of a “Blue Sky Survey,” an “International Blue Sky Survey” or memorandum and a “Canadian wrapper”other memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the The NASDAQ Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in or all of the Offering” in Part C of the Registration Statement. Except as provided in this Section 4 or in 6, Section 7, and Section 9 or Section 10 8, hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale counsel and costs and expenses incident to the preparation and undertaking of any “road show” presentations to be made to prospective investors (except the travel and accommodation expenses of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showCompany’s employees).

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, this Agreement and this Agreementthe Forward Agreements, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey”, an “International Blue Sky Survey” or memorandum and a “Canadian wrapper”other memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the NASDAQ Nasdaq National Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in or all of the Offering” in Part C of the Registration Statement. Except as provided in this Section 4 or in 6, Section 7, and Section 9 or Section 10 8, hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale counsel and costs and expenses incident to the preparation and undertaking of any “road show” presentations to be made to prospective investors (except the travel and accommodation expenses of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showCompany’s employees).

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Underwriters in an aggregate amount not to exceed $250,000 (inclusive of the Advance as defined below), provided that any expense over $2,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Public Securities (including all printing and engraving costs, if any), (iii) all fees and any expenses of the clearing firm, registrar and transfer agent of the Public Securities, (iv) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the UnderwritersSecurities, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, and (vvii) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Underwriters Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Public Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Representative of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed exemptions. The Company has advanced $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel 110,000 to the Underwriters to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such legal fees and out-of-pocket accountable expenses are not to exceed $15,000actually incurred in accordance with FINRA Rule 5110(g)(4), (vii) . At the costs and expenses closing of the Offering, the Company relating agrees to investor presentations on pay the Underwriters a sum in cash equal to one percent (1%) of the actual amount of the gross Offering proceeds (which includes any “road show”, gross proceeds from the sale of any Permitted Section 5(dOption Shares) Communication or any Section 5(d) Oral Communication undertaken as a non-accountable expense of the Offering. The Company have agreed to pay the Underwriters an advisory fee of $50,000 in connection with the offering Offering. The Underwriters hereby confirm the receipt of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.advisory fee..

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Exchange Act Registration Statement and the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vi) the costsin each case, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)extent reasonably requested, (vii) the reasonable and documented fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with the required review by FINRA, (viii) the costs of background checks and the costs of attending any due diligence meetings, together not to exceed $25,000, (ix) the reasonable and documented costs and expenses of the Company (and not the Representatives) relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesOffering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company (and not the Representatives) and any such consultants, and half of the cost of any aircraft and any other transportation chartered in connection with the Road Show, (viix) the fees and expenses associated with listing the Common Shares Offered Securities on the NASDAQ Nasdaq, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 76, Section 9 8 or Section 10 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) up to an aggregate of $10,000 of all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) up to an aggregate of $30,000 of the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) and up to fifty percent of the fees and expenses associated cost of any aircraft chartered in connection with listing the Common Shares on road show with the NASDAQ Company’s prior consent, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as expressly provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (ia) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Units (including all printing and engraving costs), (b) all fees and any expenses of (i) the registrar and transfer agent of the Units and the Common Stock, and (ii) the warrant agent of the Warrants, (c) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares Units to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiid) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ive) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vf) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Units for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such g) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Units, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viih) the fees and expenses associated with the listing of the Units, the Common Shares Stock and the Warrants on the NASDAQ American Stock Exchange, (i) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Units, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, and (ixj) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement; provided, however, that Underwriters shall reimburse the Company up to $500,000 for any of the above expenses on the Closing Date. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communicationthe Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultantsconsultants and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing including the Common Offered Shares on the NASDAQ Nasdaq Capital Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 31 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Shares on the NASDAQ American Stock Exchange, (ix) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, but not, however, legal fees and expenses of the Underwriters’ counsel incurred in connection with any of the foregoing, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Shares on the NASDAQ NYSE, (ix) the expenses of the Company and the Underwriters in connection with the marketing and offering of the Shares, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 9 or 6 and Section 10 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts)Statement, the Time of Sale Prospectus, the Preliminary Prospectus, each the Prospectus and any free writing prospectus prepared by or on behalf of, used by, by or referred to by by, the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum and a “Canadian wrapper”, wrap,” and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees incident to FINRA’s review and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Securities, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any such consultantsaircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Shares Securities on the NASDAQ Exchange and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 5 or in Section 78, Section 9 or and Section 10 hereof, the Underwriters and the QIU shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer, stamp taxes or similar taxes in connection with the sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or securities, blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable and documented fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including Shares (provided that any related filing such fees and the legal fees of, and disbursements by, expenses of counsel to the Underwriters (such legal fees and expenses payable by the Company shall not to exceed $15,00012,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, the travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants; provided that the Underwriters and the Company will each pay fifty percent (50%) of the cost of any aircraft chartered in connection with such “road show”, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NYSE and (ixx) all other fees, costs and expenses of the nature referred to under the heading caption “Expenses of Related to the Offering” in the Registration Statement. For the avoidance of doubt, except as provided in subsection (viii) of this paragraph, the Underwriters agree to pay all costs fees and expenses relating to their travel and lodging on any “road show” undertaken in connection with the offering of the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations under this Agreement that are not otherwise specifically provided for herein, New York State stock transfer including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Shareholder, and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Offered Shares to be sold by themthe Selling Shareholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Shareholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and any other stamp taxes payable in connection with the issuance and sale of the Offered Shares Securities to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements, statements and exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, the Indenture and the Securities, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters (provided that the Company’s liability for any attorneys’ fees and expenses of the Underwriters under this clause (v) shall be capped at $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions as agreed by the RepresentativesRepresentative and the Company (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum and a “Canadian wrapper”, legal investment memoranda and any related supplements theretoto the Preliminary Prospectus, advising Time of Sale Information or the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000Prospectus), (vi) the costs, fees and expenses incurred by of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution review by FINRA, if any, of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses terms of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering sale of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs fees and expenses (including reasonable fees and expenses of the nature referred to under the heading “Expenses counsel) of the OfferingCompany in connection with approval of the Securities by the Depositary for “book-entry” in transfer, and the Registration Statementperformance by the Company of its other obligations under this Agreement. Except as provided in this Section 4 or in Section 76 and Sections 8, Section 9 or Section and 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the reasonable costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 27 of the Offering” in Part C of the Registration Statement. Except as provided in this Section 4 5 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors of the Company, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyCompany or the Selling Stockholder, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,0007,000 (excluding filing fees)), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementNYSE. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer . The Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) (i) the fees and expenses of counsel and other advisors for the Selling Stockholder and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Offered Shares to be sold by themthe Selling Stockholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation: (i) all expenses incident to the issuance, sale delivery and delivery qualification of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, ); (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, ; (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Base Prospectus and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus Supplement, and all amendments and supplements thereto, and this Agreement, ; (vvi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or laws; (vii) the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”filing fees incident to, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such reasonable fees and expenses of counsel not to exceed $10,000)for the Placement Agent in connection with, (vi) the costs, fees review and expenses incurred approval by the Underwriters in connection with determining their compliance with FINRA of the rules and regulations of FINRA related to the Underwriters’ Placement Agent’s participation in the offering and distribution of the Offered SharesSecurities, including which shall not exceed, in the aggregate, when combined with any related filing counsel fees and the legal fees ofdue pursuant to subsection (vi) above, and disbursements by, counsel to the Underwriters $12,500; (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the NASDAQ NASDAQ; (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Part II of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay whether or not the transactions contemplated hereunder are consummated, all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Common Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaBlue Sky laws, and, if requested by the Representatives, preparing and printing a “"Blue Sky Survey” " or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, and advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related incident to the NASD's review and approval of the Underwriters’ ' participation in the offering and distribution of the Offered Common Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Shares Stock on the NASDAQ Nasdaq National Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay all of their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of counsel (excluding those relating to the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(dmatters set forth under subparagraph (vi) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showabove).

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) up to an aggregate of $30,000 of the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (viithe remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing feesup to an aggregate of $15,000 of the costs, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) up to an aggregate of $15,000 of the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered by the Representative with the Company’s prior written consent in connection with the road show (viithe remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses exemptions, up to a maximum aggregate amount of counsel not to exceed $10,000), (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not Underwriters, up to exceed a maximum aggregate amount of $15,000)25,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the cost of any such charted aircraft shall be borne 50% by the Company and 50% by the Underwriters, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its and the Selling Shareholders obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale each Preliminary Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “"Blue Sky Survey” ," an "International Blue Sky Survey" or memorandum and a “Canadian wrapper”other memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD's review and regulations approval of FINRA related to the Underwriters’ ' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NYSE, (ix) except as otherwise has been agreed in writing by the Company and the Representative, all costs and expenses incident to the travel and accommodation of the Company's employees on the "roadshow," (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Offered Shares made by the underwriters caused by a breach of the Company's representations in Section 1.1 (the "Representations and Warranties of the Company") hereof, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 75, Section 6 (the "Reimbursement of the Underwriters' Expenses"), Section 8 ("Indemnification") and Section 9 or Section 10 ("Contribution") hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer taxes payable on resale including, but not limited to, (i) fees and expenses of any counsel and other advisors for such Selling Shareholders, (ii) fees and expenses of the Custodian, and (iii) expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by themsuch Selling Shareholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 (the "Purchase, Sale and Delivery of the Offered Shares") hereof). This Section 5 shall not affect or modify any advertising separate valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Shareholders, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, and advising the Underwriters of such qualifications, registrations and exemptions (exemptions, provided that the amount of such fees and expenses of counsel to be paid shall not to exceed $10,0007,500 (excluding any filing fees), (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (Underwriters, provided that the amount of such legal fees and expenses to be paid shall not to exceed $15,000), 25,000 (viiexcluding any filing fees) (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the Company and the Underwriters shall each be responsible for 50% of the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and its other advisorsadvisors (excluding the Underwriters), (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Exchange Act Registration Statement and the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, in each case, to the extent reasonably requested, (such vii) the fees and expenses disbursements of counsel for the Underwriters in an amount not to exceed $10,000)25,000 in connection with, the required review by FINRA, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesOffering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, and the fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company (and not the Representative) and any such consultants, and one half of the cost of any aircraft and any other transportation chartered in connection with the Road Show with the prior consent of the Company, (viiix) the fees and expenses associated with listing the Common Shares Offered Securities on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Notwithstanding the foregoing, the amount of fees and expenses for which the Underwriters shall be entitled to seek reimbursement from the Company under this Section 4 shall not exceed $100,000 in the aggregate without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed). Except as provided in this Section 4 or in Section 76, Section 9 8 or Section 10 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyhereunder, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock and of the Trustee under the Indenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, filing, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementthe Operative Documents, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such including the fees and expenses disbursements of counsel for the Underwriters in an amount not to exceed $10,000), (vivii) the costs, fees expenses of the Company and expenses incurred by the Underwriters in connection with determining their compliance with the rules marketing and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees all transportation and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and other expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with the offering presentations to prospective purchasers of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of except that the Company and travel and lodging expenses the Underwriters will each pay 50% of the representatives, employees and officers cost of the Company and any privately chartered airplanes used for such consultantspurposes, (viiviii) the fees and expenses associated with listing the Common Conversion Shares on the NASDAQ New York Stock Exchange and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Rule 163B Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, with the other 50% being paid by the Underwriters, (viiix) the fees and expenses associated with listing the Common Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement; provided that the fees and expenses of counsel with respect to clauses (vi) and (vii) above shall not exceed $40,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the cost of any such chartered aircraft shall be borne 50% by the Company and 50% by the Underwriters, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement; provided that the fees and expenses of counsel with respect to clauses (vi) and (vii) above shall not exceed $25,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Preliminary Prospectus, each the Prospectus and any free writing prospectus prepared by or on behalf of, used by, by or referred to by by, the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum and a “Canadian wrapper”, wrap,” and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees incident to FINRA’s review and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Securities, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any such consultantsaircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Shares Securities on the NASDAQ NYSE Amex LLC, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 5 or in Section 78, Section 9 or and Section 10 hereof, the Underwriters shall pay their its own expenses, including the fees and disbursements of their its counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the Transfer Agent, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the UnderwritersUnderwriter, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Underwriter of such qualifications, registrations registrations, determinations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) for the costs, fees and expenses incurred by the Underwriters Underwriter in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ The Nasdaq Global Select Market and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 8 and Section 9 or Section 10 hereof, the Underwriters Underwriter shall pay their its own expenses, including the fees and disbursements of their its counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Except as specifically set forth herein, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyoffering of the Offered Shares hereunder, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)15,000 in the aggregate, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Underwriters, in an amount not to exceed $15,000)15,000 in the aggregate, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with the listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and any other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common SharesNotes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (provided that the amount for such fees and expenses of counsel survey or memorandum shall not to exceed $10,0005,000), (vi) the costsfiling fees incident to, and the reasonable fees and expenses incurred by disbursements of counsel to the Underwriters in connection with determining their compliance with with, the rules and regulations of review, if any, by FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including terms of the sale of the Notes (provided that any related filing fees and the legal fees of, and disbursements by, of such counsel to the Underwriters (such legal fees and expenses shall not to exceed $15,0005,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with listing the Common Shares on Indenture and the NASDAQ and Notes, (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (x) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 or in Section 7and Sections 6, Section 8 and 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants in this Section 3 or extend the time for their performance. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, IPO Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, as required, (such vii) the filing fees incident to, and the fees and expenses disbursements of counsel for the Underwriters in an amount not to exceed $10,000)25,000 in connection with, the required review by FINRA, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company (and not the Representatives) relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesOffering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company (and not the Representatives) and any such consultants, (viiix) the fees and expenses associated with listing the Common Shares Offered Securities on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 76, Section 9 8 or Section 10 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisorsadvisors as well as the reasonable fees and disbursements of counsel to the Selling Stockholder (in an amount not to exceed $25,000), (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper” (such “Blue Sky Survey” or memorandum and “Canadian wrapper”, fees and expenses of counsel in an aggregate amount not to exceed $10,000), and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses in an amount not to exceed $15,000)25,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, with the remaining 50% of the cost of such aircraft being paid by the Underwriters, provided that the Company and the Representatives agree in advance to the charter of any aircraft, (viiix) the fees and expenses associated with the supplemental listing of the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel and lodging expenses of their own representatives in connection and employees. The Selling Stockholder further agrees with any road show each Underwriter to pay (directly or Section 5(dby reimbursement) Oral Communication presentation all fees and expenses incident to potential investors. Furtherthe performance of its obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Stockholder, (ii) fees and expenses of the Attorneys-in-Fact and (iii) expenses and taxes incident to the sale and delivery of the Secondary Offered Shares to be sold by the Selling Stockholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Company will each pay 50% of Selling Stockholder, on the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Notes (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the Common SharesIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or the securities laws of any other foreign jurisdiction, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) any fees charged by any nationally recognized statistical rating organization for rating the Notes, (viii) all fees and expenses in connection with making the Notes eligible for clearance and settlement through The Depository Trust Company, (ix) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval, if required, of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Notes, (viix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesNotes, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and presentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, (vii) and the fees cost of aircraft and expenses associated other transportation chartered in connection with listing the Common Shares on the NASDAQ road show, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 9 or 6, Section 10 7 and Section 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the up to $10,000 of legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by of counsel for the Underwriters in connection with determining their compliance with the rules FINRA review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal Underwriters, provided that the aggregate attorneys’ costs, fees and expenses pursuant to this clause (vii) shall not to exceed $15,000)30,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company Company, and 50% of the cost of any such consultantsaircraft chartered in connection with the road show, with the other 50% being paid by the Underwriters, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Global Select Market, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communicationthe Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions designated by the RepresentativesUnderwriters (including, without limitation, the cost of preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions), (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representatives and any such consultants, (viiix) the fees and expenses associated with listing including the Common Offered Shares on the NASDAQ Nasdaq Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel in an amount not to exceed $10,000)5,000, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (Underwriters, provided that such legal fees of, and expenses disbursements by, counsel to the Underwriters shall not to exceed $15,000)25,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of 50% of any aircraft chartered in connection with the road show and (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementNasdaq. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay lodging expenses and 50% of the costs cost of any jointly used aircraft chartered aircraft in connection with the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer, stamp or similar taxes or duties (including any interest and penalties thereon) in connection with the authorization, preparation, issuance, sale, resale or delivery of the Offered Shares pursuant to this Agreement or the execution and delivery of this Agreement, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Rule 163B Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (Underwriters; provided, however, that such legal fees and expenses described in this clause (vii), taken together with the legal fees described in clause (vi) above, shall not to exceed $15,000)35,000 in the aggregate, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Rule 163B Communication or any Section 5(d) Rule 163B Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (viiit being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft), (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NYSE, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement, provided that any expenses payable under clauses (vi) and (vii) above and any expenses relating to the 50% of the cost of any private aircraft chartered in connection with the road show described in clause (viii) above are invoiced in a reasonably timely or otherwise customary manner. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale ProspectusGeneral Disclosure Package, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Testing-the-Waters Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing Canada and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, in each case, to the extent reasonably requested, (such vii) the fees and expenses disbursements of counsel for the Underwriters in an amount not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters 25,000 in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)required review by FINRA, (viiviii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Testing-the-Waters Communication undertaken in connection with the offering of the Offered SharesOffering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company (and not the Representative) and any such consultants, and the cost of any aircraft and any other transportation chartered in connection with the Road Show with the prior consent of the Company, (viiix) the travel and lodging expenses of the Representative in connection with the Road Show in an amount not to exceed $20,000 in the aggregate, (x) the fees of counsel for the Underwriters related to the Offering (other than FINRA-related matters) in an amount not to exceed $100,000, (xi) the out-of-pocket fees and expenses of the Representative related to the preparation of background checks and any other due diligence-related matters in an amount not to exceed $20,000 in the aggregate, (xii) the fees and expenses associated with listing the Common Shares Securities on the NASDAQ Nasdaq, and (ixxiii) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 7 or in Section 78, or Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any taxes payable expenses of the registrar and transfer agent of the Ordinary Shares, (iii) all necessary Transfer Taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (viviii) the reasonable costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the Company and the Underwriters shall each be responsible for 50% of the cost of any aircraft chartered in connection with the road show; and (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and Nasdaq. In addition, the Company shall reimburse the Representatives for out-of-pocket expenses (ix) all other fees, costs including fees and expenses of its counsel and any other independent experts retained by the nature referred Representatives) reasonably incurred by it in connection with the transactions contemplated hereby; provided that the Company shall not have any obligation to under reimburse expenses exceeding $250,000 in the heading “Expenses aggregate without the prior approval of the Offering” in the Registration StatementCompany, except as otherwise agreed. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) up to an aggregate of $10,000 of all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) up to an aggregate of $30,000 of the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to fifty percent of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as expressly provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered by the Company or with the Company’s prior consent in connection with the road show, (vii) the fees and expenses associated with listing the Common Conversion Shares on the NASDAQ NYSE, and (ixviii) all other fees, costs and expenses of the Company of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including (a) the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of (b) all filing fees, attorneys’ fees and expenses incurred by the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any road show part of the Securities for offer and sale under the state securities or Section 5(dblue sky laws or the provincial securities laws of Canada and (c) Oral Communication presentation to potential investors. Furtherthe costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Company will each pay 50% Underwriters’ participation in the offering and distribution of the costs of any jointly used chartered aircraft in the road showSecurities.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Shares on the NASDAQ Nasdaq Stock Market, Inc., (ix) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees with the Underwriter to pay all costs, fees and expenses incurred in connection with (a) the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses costs incident to the authorization, issuance, sale sale, preparation and delivery of the Offered Shares (including all printing and engraving costs) Stock and any taxes payable in that connection; (b) the costs incident to the registration of the Stock under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, Preliminary Prospectus, Prospectus and any amendments and exhibits thereto; (d) the costs of printing, reproducing and distributing the "Agreement Among Underwriters" between the Representatives and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and this Agreement by mail, telex or other means of communications; (e) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with filings made with the issuance National Association of Securities Dealers; (f) any applicable listing or other fees; (g) the fees and sale expenses of qualifying the Stock under the securities laws of the Offered Shares several jurisdictions as provided in Section 4(f) and of preparing, printing and distributing Blue Sky Memoranda and Legal Investment Surveys (including related fees and expenses of counsel to the Underwriters, ); (iih) all fees and expenses of the registrar and transfer agent of the Common Shares, Stock; and (iiii) 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, independent public or certified public accountants 's counsel and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company's independent accountants); provided that, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except except as otherwise provided in this Section 4 or 5 and in Section 7, Section 9 or Section 10 hereof9, the Underwriters shall pay their own costs and expenses, including the fees and disbursements expenses of their counsel, New York State stock any transfer taxes payable on resale the Stock which they may sell and the expenses of advertising any offering of the Shares Stock made by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showUnderwriters.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the reasonable, actual and documented out-of-pocket costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, reasonable travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters (viiprovided that no aircraft may be chartered without the Company’s prior written consent), (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and NASDAQ, (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of Part II of the OfferingRegistration Statement and (xi) all other “out of pocket” costs of the Underwriters and all fees and disbursements of the Underwriters’ legal counsel; provided that the amount payable pursuant to foregoing clauses (vi), (vii) and (xi) in the Registration Statementaggregate shall not exceed $100,000. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to closing. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing feesfees and expenses, attorneys’ including the costs, fees and expenses of counsel, incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vivii) the costs, fees and expenses of legal counsel to the Underwriters and the filing fees incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (viixi) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Any such amount payable to the underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Notes (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the Common SharesIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Notes for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or the securities laws of any other foreign jurisdiction, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) any fees charged by any nationally recognized statistical rating organization for rating the Notes, (viii) all fees and expenses in connection with making the Notes eligible for clearance and settlement through The Depository Trust Company, (ix) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval, if required, of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Notes, (viix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesNotes, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and presentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, (vii) and the fees cost of aircraft and expenses associated other transportation chartered in connection with listing the Common Shares on the NASDAQ road show, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 9 or 6, Section 10 7 and Section 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and any other stamp taxes payable in connection with the issuance and sale of the Offered Shares Securities to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements, statements and exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, the Indenture and the Securities, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters (provided that the Company’s liability for any attorneys’ fees and expenses of the Underwriters under this clause (v) shall be capped at $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions as agreed by the RepresentativesRepresentatives and the Company (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum and a “Canadian wrapper”, legal investment memoranda and any related supplements theretoto the Preliminary Prospectus, advising Time of Sale Information or the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000Prospectus), (vi) the costs, fees and expenses incurred by of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution review by FINRA, if any, of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses terms of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering sale of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs fees and expenses (including reasonable fees and expenses of the nature referred to under the heading “Expenses counsel) of the OfferingCompany in connection with approval of the Securities by the Depositary for “book-entry” in transfer, and the Registration Statementperformance by the Company of its other obligations under this Agreement. Except as provided in this Section 4 or in Section 76 and Sections 8, Section 9 or Section and 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants in this Section 3 or extend the time for their performance. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, IPO Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)as required, (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000 in connection with, the required review by FINRA, (viii) all costs and expenses of the Company relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesOffering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel Road Show presentations, travel, food and lodging expenses of associated with the representatives, employees and officers of the Company and any such consultantsRoad Show marketing trips, (viiix) the fees and expenses associated with listing the Common Shares Offered Securities on Nasdaq, (x) the NASDAQ costs of background checks and any due diligence meetings, (xi), transfer taxes, if any, and the transfer agent and registrar fees and (ixxii) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 76, Section 9 8 or Section 10 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum (such “Blue Sky Survey” or memorandum, fees and expenses of counsel not to exceed $5,000) and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses in an amount not to exceed $15,000)20,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (viithe remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares by it to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, and of one counsel for all of the Selling Stockholders, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Underwriter of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) for the costs, fees and expenses incurred by the Underwriters Underwriter in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Shares on the NASDAQ American Stock Exchange, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 5, Section 7, Section 9 or and Section 10 hereof, the Underwriters Underwriter shall pay their its own expenses, including the fees and disbursements of their its counsel, New York State stock transfer . The Selling Stockholders each further agree with the Underwriter to pay all taxes payable on resale of any incident to the sale and delivery of the Shares to be sold by themsuch Selling Stockholder to the Underwriter hereunder. This Section 5 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholders, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (up to an aggregate of $20,000 with respect to such legal fees and expenses not to exceed $15,000)counsel fees, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementNasdaq. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale their own travel and lodging expenses and one-half of the cost of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives aircraft chartered in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares ADSs (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all fees and expenses of the Depositary related to the Offered ADSs, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered ADSs to the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Exchange Act Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesADSs, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (viithe remaining 50% of the cost of such aircraft to be paid by the Underwriters), (x) the fees and expenses associated with listing the Common Shares Offered ADSs on the NASDAQ NASDAQ, (xi) the costs, fees and expenses in connection with the Corporate Reorganization, (ixxii) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementStatement and (xiii) 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 for sale to Participants; provided, however, that the costs, fees and expenses of counsel in clauses (vii), (viii) and (xiii) shall in no event exceed $35,000 in the aggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the their travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

Payment of Expenses. The Whether or not the purchase and sale of the Offered Units pursuant to this Agreement is completed, the Company agrees to will pay all costs, expenses, fees and expenses taxes incurred in connection with the purchase, sale and delivery of the Offered Units and the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation, the following: (ia) all expenses incident to the issuance, sale preparation and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution filing of the Registration Statement (including financial statementsthe Financial Statements, exhibits, schedules, consents and certificates of experts), the Form F-X, the Time of Sale Prospectus, the Prospectus, Prospectuses and each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Company and each preliminary prospectus, each Permitted Section 5(d) Communication, and all any amendments and or supplements thereto, including the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment); (b) the registration, 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 Underwriters; (c) the producing, word processing and/or printing of this Agreement, any agreement among Underwriters, any dealer agreements, any powers of attorney and any closing documents (vincluding compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment); (d) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the United States state securities or blue sky laws or the provincial securities laws of CanadaCanadian Securities Laws or any other foreign laws, and, if reasonably requested by the RepresentativesRepresentative, preparing preparing, printing and printing a “Blue Sky Survey” furnishing copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, or other memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions; (such e) all fees and expenses of counsel not to exceed $10,000)the Company’s counsel, independent public or certified public accountants and other advisors of the Company; (vif) the costs, reasonable legal fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and other disbursements of counsel for the legal fees of, and disbursements by, counsel to the Underwriters Underwriters; (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viig) the fees and expenses associated with the listing of the Common Unit Shares and the Warrant Shares on the NASDAQ TSXV and on the NASDAQ; (ixh) all other fees, any filing for review of the public offering of the Securities by FINRA; (i) the fees and disbursements of any transfer agent or registrar for the Securities; (j) the reasonable costs and expenses of the nature referred Underwriters relating to under presentations or meetings undertaken in connection with the heading “Expenses marketing of the Offering” offering and sale of the Offered Units to prospective investors and the Underwriters’ sales forces (including reasonable travel and related expenses); (k) the costs and expenses of qualifying the Unit Shares and the Warrant Shares for inclusion in the Registration Statementbook-entry settlement systems of DTC and CDS; and (l) the performance of the Company’s other obligations hereunder; including Canadian federal goods and services tax and provincial sales tax eligible in respect of any of the foregoing. All such expenses incurred by or on behalf of the Underwriters shall be payable by the Company within 30 days of the receipt of an invoice in respect thereof. Notwithstanding the foregoing, the fees and expenses payable by the Company to the Underwriters pursuant to subparagraphs (d) and (f) above shall not exceed USD$150,000 which includes a retainer of USD$50,000 that was delivered to United States counsel to the Underwriters. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof5, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares Securities by them, and any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, offers of Securities that they may make following the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showFirst Closing Date.

Payment of Expenses. The Whether or not the purchase and sale of the Units pursuant to this Agreement is completed, the Company agrees to will pay all costs, expenses, fees and expenses taxes incurred in connection with the purchase, sale and delivery of the Units and the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation limitation, the following: (ia) all expenses incident to the issuance, sale preparation and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution filing of the Registration Statement (including financial statementsthe Financial Statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the ProspectusProspectuses, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Company and each preliminary prospectus, each Permitted Section 5(d) Communication, and all any amendments and or supplements thereto, including the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment); (b) the registration, issue, sale and delivery of the Units, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Units to the Underwriters; (c) the producing, word processing and/or printing of this Agreement, any agreement among Underwriters, any dealer agreements, any powers of attorney and any closing documents (vincluding compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment); (d) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Units for offer and sale under the state securities U.S. Securities Laws or blue sky laws Canadian Securities Laws or the provincial securities laws of Canadaany other foreign laws, and, if reasonably requested by the RepresentativesCo-Lead Underwriters, preparing preparing, printing and printing a “Blue Sky Survey” furnishing copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, or other memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions; (such e) all fees and expenses of counsel not to exceed $10,000)the Company’s counsel, independent public or certified public accountants and other advisors of the Company; (vif) the costs, reasonable legal fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and other disbursements of Canadian and U.S. counsel for the legal fees of, and disbursements by, counsel to the Underwriters Underwriters; (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viig) the fees and expenses associated with the listing of the Common Shares on Unit Shares, Warrant Shares, Additional Unit Shares, Additional Warrant Shares, the NASDAQ Warrants and the Additional Warrants; (ixh) all other fees, any filing for review of the public offering of the Units by FINRA; (i) the fees and disbursements of any transfer agent or registrar for the Units; (j) the reasonable costs and expenses of the nature referred Underwriters relating to under presentations or meetings undertaken in connection with the heading “Expenses marketing of the Offering” offering and sale of the Units to prospective investors and the Underwriters’ sales forces (including reasonable travel and related expenses); (k) the costs and expenses of qualifying the Unit Shares, the Warrant Shares, the Additional Unit Shares and the Additional Warrant Shares for inclusion in the Registration Statementbook-entry settlement systems of DTC and CDS; and (l) the performance of the Company’s other obligations hereunder, including Canadian federal goods and services tax and provincial sales tax eligible in respect of any of the foregoing. All such expenses incurred by or on behalf of the Underwriters shall be payable by the Company within 30 days of the receipt of an invoice in respect thereof. Notwithstanding the foregoing, the fees and expenses payable by the Company to the Underwriters pursuant to subparagraph (f) above shall not exceed US$100,000. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof5, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares Units by them, and any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, offers of Units that they may make following the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showFirst Closing Date.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Common Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “"Blue Sky Survey” " or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related incident to the NASD's review and approval of the Underwriters’ ' participation in the offering and distribution of the Offered Common Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares Stock on the NASDAQ Nasdaq National Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 25 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses in an amount not to exceed $15,00015,000 with respect to this clause (vii)), (viiviii) the reasonable fees and disbursements of the Underwriters’ counsel in an amount not to exceed $150,000 (ix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to 50% of the cost of any aircraft chartered in connection with the road show, (viix) the fees and expenses associated with listing the Common Shares Offered Securities on the NASDAQ Nasdaq, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section ‎Section 4 or in Section ‎Section 7, Section ‎Section 9 or Section ‎Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Investors, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters Placement Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesPlacement Agents, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters Placement Agents of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)7,500, (vivii) the costs, fees and expenses incurred by the Underwriters Placement Agents in connection with determining their compliance with the rules and regulations of FINRA related to the UnderwritersPlacement Agents’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Placement Agents, in an amount not to exceed $15,00040,000 (excluding filing fees), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesPlacement Agents, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Placement Agents, (viiix) the fees and expenses associated with listing the Common Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof6, the Underwriters Placement Agents shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Offered Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationPreliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, reasonable travel and lodging expenses of the representativesRepresentative approved by the Company in advance, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ and NYSE American, (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of Part II of the Offering” in Registration Statement and (xi) all actual and documented out-of-pocket expenses and all fees of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, Underwriter’s legal counsel and other out-of-pocket expenses of the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives reasonably incurred in connection with the transactions contemplated hereby; provided, that the amount payable pursuant to the foregoing clauses (vi), (vii) and (xi) shall not exceed $100,000, (xii) the costs and fees of any road show or Section 5(d) Oral Communication presentation to potential investors. Further, escrow agent and the actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and the Company will each pay 50financing, which cost shall not exceed $10,000, (xiii) $35,000 to Wxxxxxxxxx for non-accountable expenses, and (xiv) a management fee to Wxxxxxxxxx equal to 1% of the costs of any jointly used chartered aircraft gross proceeds raised by the Company in the road showoffering on the First Closing Date and Option Closing Date (assuming the public offering price). Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such including reasonable and documented attorneys’ fees and expenses up to a maximum aggregate amount of counsel not to exceed $10,000), (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable and documented legal fees of, and disbursements by, counsel to the Underwriters Underwriters, up to a maximum aggregate amount of $25,000 (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, provided that the cost of any such chartered aircraft shall be borne 50% by the Company and 50% by the Underwriters, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of Part II of the Offering” in Registration Statement and all reasonable costs and expenses of the Registration StatementUnderwriters. Except as provided in this Section ‎Section 4 or in Section ‎Section 7, Section ‎Section 9 or Section ‎Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Debentures (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the Common SharesIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Debentures to the Initial Purchaser, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsOffering Memorandum, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, thereto and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Debentures for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesInitial Purchaser, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Initial Purchaser of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)exemptions, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken and the Initial Purchaser in connection with the marketing and offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsDebentures, (viiviii) the fees and expenses associated with listing the Common Conversion Shares on the NASDAQ Nasdaq National Market and (ix) all other fees, costs expenses and expenses of fees in connection with admitting the nature referred to under the heading “Expenses of the Offering” Debentures for trading in the Registration StatementNASD PORTAL Market (“PORTAL”). Except as provided in this Section 4 or in Section 74, Section 9 or 7 and Section 10 hereof, the Underwriters Initial Purchaser shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its and the Selling Shareholder’s obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Shares on each of The Nasdaq Global Market and the NASDAQ Tel Aviv Stock Exchange, (ix) all transportation and other expenses incurred by the Company in connection with presentations to prospective purchasers of the Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (ixx) all other fees, costs and expenses of the nature Company referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 9 or 6, Section 10 7 and Section 8 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of his obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Shareholder, and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Shares to be sold by themthe Selling Shareholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Shareholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, in an amount not to exceed $7,500, (such vii) the fees and expenses of the Underwriters including the fees and expenses of the counsel to the Underwriters, payable upon the execution of this Agreement, in an amount not to exceed $10,000)100,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel in an amount not to exceed $10,000)15,000, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses in an amount not to exceed $15,000)30,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, ,” any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay lodging expenses and 50% of the costs cost of any jointly used aircraft chartered aircraft in connection with the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all fees and expenses of the Depositary related to the Offered Securities, (iv) all VAT, issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (v) all fees and expenses of the Company’s counselcounsels, independent public or certified public accountants and other advisors, (ivvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, the French Listing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses of counsel, together with the fees and expenses described in clause (vii) above, not to exceed $15,00035,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered, if approved by the Company, in connection with the road show (viiwith the remaining 50% of the cost of such aircraft to be paid by the Underwriters), (ix) the fees and expenses associated with listing the Common Offered ADSs on Nasdaq and with listing the Offered Shares and all Ordinary Shares underlying the Offered ADSs on the NASDAQ Euronext and (ixx) all other fees, costs and expenses of the nature referred to under the heading caption “Expenses of the Relating to this Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showcounsels.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering and the determination of the eligibility for investment of (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions (such exemptions, provided, however, that the Company shall not be responsible for any fees and expenses related to this clause in excess of counsel not $20,000 in the aggregate pursuant to exceed $10,000this subclause (vi), (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters Underwriters, provided, however, that the Company shall not be responsible for any fees or expenses related to this clause in excess of $20,000 in the aggregate pursuant to this subclause (such legal fees and expenses not to exceed $15,000vii), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered by the Company or with the Company’s prior consent in connection with the road show, (viiix) the fees and expenses associated with listing the Common Conversion Shares on the NASDAQ and the Borsa Italiana, and (ixx) all other fees, costs and expenses of the Company of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all filing and printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Co-Manager, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and electronic distribution of the Registration Statement (including financial statementsQualification Statement, exhibits, schedules, consents and certificates of experts)Offering Circular, the Time of Sale ProspectusPreliminary Offering Circular, the Prospectus, each free writing prospectus and any PPT prepared by or on behalf of, used by, by or referred to by by, the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters Co-Manager in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesCo-Manager, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum and a “Canadian wrapper”, wrap,” and any supplements thereto, advising the Underwriters Co-Manager of such qualifications, registrations registrations, determinations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees incident to FINRA’s review and expenses incurred by approval of the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the UnderwritersCo-Manager’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Securities, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any such consultantsaircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Shares Securities on the NASDAQ Exchange and (ixx) all other fees, costs and expenses referred to in Item 13 of Part II of the nature referred to under the heading “Expenses of the Offering” in the Registration Qualification Statement. Except as provided in this Section 4 5 or in Section 78, Section 9 or and Section 10 hereof, the Underwriters Co-Manager and the Syndicate shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Each of the Company and the Operating Partnership, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriters and the Confirmation Shares to the Forward Purchasers, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’, Forward Purchasers’ and Forward Sellers’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees Underwriters, the Forward Purchasers and expenses the Forward Sellers not to exceed in excess of $15,000)5,000.00, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft and other transportation chartered in connection with the road show (viiexcept that the Underwriters shall pay lodging, commercial airfare and other expenses attributable to employees of the Underwriters and one-half of the cost of any aircraft chartered in connection with the roadshow), (viii) the fees and expenses associated with listing the Common Shares on the NASDAQ NYSE and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the Transfer Agent, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the UnderwritersUnderwriter, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada (or other foreign laws), and, if requested by the RepresentativesUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters Underwriter of such qualifications, registrations registrations, determinations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) for the costs, fees and expenses incurred by the Underwriters Underwriter in connection with determining their compliance with with, the rules NASD’s review, if any, and regulations approval of FINRA related to the Underwriters’ Underwriter’s participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Global Select Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 8 and Section 9 or Section 10 hereof, the Underwriters Underwriter shall pay their its own expenses, including the fees and disbursements of their its counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the ProspectusOffering Documents, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering offer and distribution sale of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ TSX and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementNASDAQ. Except as provided in this Section ‎Section 4 or in Section ‎Section 7, Section ‎Section 9 or Section ‎Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communicationthe Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ,” and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Representative and any such consultantsconsultants and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing including the Common Offered Shares on the NASDAQ Nasdaq Capital Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 31 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)7,500, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Underwriters, in an amount not to exceed $15,000)10,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares and the Warrant Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares to the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the RepresentativesUnderwriter, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters Underwriter of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)7,500, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesUnderwriter, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriter may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriters Underwriter shall pay their its own expenses, including the fees and disbursements of their its counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations and those of the Selling Stockholder hereunder (which, for the avoidance of doubt, shall not include any underwriting discounts owed by the Selling Stockholder to the Underwriters hereunder) and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,00010,000 with respect to this clause (vi)), (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,00020,000 with respect to this clause (vii)), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and up to 50% of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section ‎Section 4 or in Section ‎Section 7, Section ‎Section 9 or Section ‎Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. This ‎Section 4 shall not affect or modify any separate, New York State stock transfer taxes payable valid agreement relating to the allocation of payment of expenses between the Company, on resale of any of the Shares by themone hand, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Company ADSs (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar Depositary (other than fees and transfer agent expenses of the Common SharesDepositary relating solely to the Selling Shareholder ADSs), (iii) all necessary Transaction Taxes, if any, payable in connection with the issuance, sale and delivery to the Depositary of the Ordinary Shares by the Company, the issuance of the Company ADSs by the Depositary and the delivery of the Company ADSs by the Depositary to or for the account of the Underwriters, in accordance with the terms of this Agreement, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all reasonable costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all reasonable filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, not to exceed $50,000, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesADSs, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)50,000, (viiviii) the reasonable costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered SharesADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, reasonable travel and lodging expenses of the representatives, employees and officers of the Company and of the representatives and any such consultants, and the reasonable cost of any aircraft chartered in connection with the road show and (viiix) the fees and expenses associated with listing the Common Shares Offered ADSs on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementNew York Stock Exchange. Except as provided in this Section 4 or in 4, Section 7, Section 9 or and Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholders, New York State stock transfer taxes payable on resale severally and not jointly, further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of any their obligations under this Agreement which are not otherwise specifically provided for herein, including but not limited to (i) fees and expenses of counsel and other advisors for such Selling Shareholders, (ii) fees and expenses of the Shares by themCustodian, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives (iii) all necessary Transaction Taxes, if any, payable in connection with any road show or Section 5(d) Oral Communication presentation the sale, transfer and delivery to potential investors. Furtherthe Depositary of the Ordinary Shares by such Selling Shareholder, the Underwriters issuance of such Selling Shareholder’s Selling Shareholder ADSs by the Depositary and the Company will each pay 50% delivery of such Selling Shareholder’s Selling Shareholder ADSs by the Depositary to or for the account of the costs Underwriters in accordance with the terms of this Agreement, including any jointly used chartered aircraft in costs, interest, fines and penalties thereon, (iv) with respect to Selling Shareholders who have executed an Option Exercise Notice relating to such Selling Shareholder’s Selling Shareholder Underlying Shares, such Selling Shareholder’s Aggregate Exercise Price and Tax Withholding Amount (v) all expenses incident to the road showsale and delivery of the Selling Shareholder ADSs to be sold by such Selling Shareholder to the Underwriters hereunder and (vi) fees and expenses of the Depositary relating solely to the Selling Shareholder ADSs. This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholders, on the other hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationPreliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, reasonable travel and lodging expenses of the representativesRepresentative approved by the Company in advance, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Shares Securities on the NASDAQ and NYSE American, (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of Part II of the Offering” in Registration Statement and (xi) all actual and documented out-of-pocket expenses and all fees of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, Underwriter’s legal counsel and other out-of-pocket expenses of the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives reasonably incurred in connection with the transactions contemplated hereby; provided, that the amount payable pursuant to the foregoing clauses (vi), (vii), (viii) and (xi) shall not exceed $100,000, (xii) the costs and fees of any road show or Section 5(d) Oral Communication presentation to potential investors. Further, escrow agent and the actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and the Company will each pay 50financing, which cost shall not exceed $10,000, (xiii) $35,000 to Wxxxxxxxxx for non-accountable expenses, and (xiv) a management fee to Wxxxxxxxxx equal to 1% of the costs of any jointly used chartered aircraft gross proceeds raised by the Company in the road showoffering on the Closing Date and Option Closing Date (assuming the public offering price). Any such amount payable to the Underwriters may be deducted from the purchase price for the Securities.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts)Statements, the Time of Sale Prospectus, the Preliminary Prospectus, each the Prospectus and any free writing prospectus prepared by or on behalf of, used by, by or referred to by by, the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum and a “Canadian wrapper”, wrap,” and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees incident to FINRA’s review and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Securities, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any such consultantsaircraft chartered in connection with the road show, (viiix) the fees and expenses associated with listing the Common Shares Securities on the NASDAQ NYSE, and (ixx) all other fees, costs and expenses referred to in Item 14 of Part II of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementStatements. Except as provided in this Section 4 7 or in Section 710, Section 9 or 11 and Section 10 12 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer taxes payable on resale including but not limited to (i) fees and expenses of any counsel and of the Shares by them, any advertising expenses connected with any offers they may make Custodian which shall be paid out of the Selling Stockholders’ portion of the proceeds from the Offering; and the travel (ii) fees and expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother advisors for such Selling Stockholders.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (vii) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixviii) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, or as set forth in the letter agreement between the Company and Jefferies, dated February 14, 2018, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Common Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale each Preliminary Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communicationany Prospectus wrapper, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Common Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the NASDAQ Nasdaq National Market, and (ix) all other fees, costs and expenses referred to in Item 13 of Part II of the nature referred to under the heading “Expenses Registration Statement , (x) all cost and expenses of the Offering” Underwriters, including fees and disbursements of counsel for the Underwriters, in connection with the Registration Statementsale of the Common Shares outside of the United States and (xi) 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 for sale to Participants. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares ADSs (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all fees and expenses of the Depositary related to the Offered ADSs, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered ADSs to the Underwriters, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesADSs, including any related filing fees and of the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viix) the fees and expenses associated with listing the Common Shares Offered ADSs on the NASDAQ Global Market, and (ixxi) all other fees, costs and out-of-pocket expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expensesUnderwriters, including the fees roadshow and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother expenses.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary transfer and other stamp taxes in connection with the sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) up to an aggregate of $20,000 of all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) up to an aggregate of $10,000 of the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesrepresentative, employees and officers of the Company and any such consultants, and up to fifty percent of the cost of any aircraft chartered in connection with the road show with the Company’s prior consent, (viiix) the fees and expenses associated with maintaining the listing of the Common Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Notwithstanding the foregoing, the Selling Stockholders shall reimburse the Company for the fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, and other expenses incurred by the Company in connection with the offering of the Offered Shares, including any expenses incurred pursuant to section (vi) and (vii) in this Section 4, in an amount not to exceed $170,000. Except as expressly provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own costs, fees and expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected . The Selling Stockholders further agree with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters each Underwriter and the Company will each to pay 50% (directly or by reimbursement) all costs, fees and expenses incident to the performance of their obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to (i) fees and expenses of counsel and other advisors for such Selling Stockholder, (ii) fees and expenses of the costs Custodian and (iii) expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by such Selling Stockholder to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any jointly used chartered aircraft in separate, valid agreement relating to the road showallocation of payment of costs, fees and expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand.

Payment of Expenses. (a) The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Agents, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each Issuer Free Writing Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company (including attorneys’ fees) or the Underwriters Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesAgents, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Agents of such qualifications, registrations and exemptions exemptions, but not, however, legal fees and expenses of the Agents’ counsel incurred in connection with any of the foregoing, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) for the costs, fees and expenses incurred by the Underwriters Agents in connection with determining their compliance with with, FINRA’s review and approval of the rules and regulations of FINRA related to the UnderwritersAgents’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Shares on the NASDAQ NYSE; and (ix) all other fees, costs and expenses incident to the performance of the nature referred to under the heading “Expenses of the Offering” its obligations hereunder which are not otherwise specifically provided for in the Registration Statementthis Section. Except It is understood, however, that, except as provided in this Section, and Section 4 or in Section 7, Section 9 or Section 10 7 hereof, the Underwriters shall Agents will pay all of their own costs and expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by themit, and any advertising expenses connected with any offers they it may make make. (b) If an aggregate amount of Shares equal to $15,000,000 have not been offered and sold under this Agreement collectively by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., Deutsche Bank Securities Inc., Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC by the travel expenses first anniversary of the date of this Agreement (or such earlier date on which the Company terminates this Agreement), the Company shall reimburse the Agents for all of their own representatives reasonable out-of-pocket expenses, including the reasonable fees and disbursements of a single counsel for the Agents incurred by it in connection with any road show or Section 5(d) Oral Communication presentation the offering contemplated by this Agreement. Fees reimbursed pursuant to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft this subsection shall not exceed $250,000 in the road showaggregate. The Agents shall be solely responsible for allocating any reimbursement received pursuant to this subsection among themselves.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Debentures (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of Trustee under the Common SharesIndenture, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Debentures to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing prospectus prepared by or on behalf ofPermitted Free Writing Prospectus, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communicationprospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Debentures for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval, if required, of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Debentures, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Conversion Shares on the NASDAQ New York Stock Exchange, (ix) all of the Company’s transportation and other expenses incurred in connection with presentations to prospective purchasers of the Debentures, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and other advisorsadvisors and finders, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws of CanadaCanadian Securities Laws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)7,500, (vii) the costs reasonable, documented fees and expenses of the Company Underwriters including the reasonable, documented fees and expenses of the counsel to the Underwriters, including in connection with the review by FINRA of the terms of the sale of the Offered Securities, payable upon the execution of this Agreement, in an amount not to exceed $75,000, (viii) the costs and expenses relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the Road Show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (viiix) the fees and expenses associated with listing the Common Shares Firm Securities and the Option Securities on Nasdaq and the NASDAQ TSX, (x) a non-accountable expense allowance of the Representatives in respect of the out-of-pocket costs (other than legal expenses) of the Underwriters, in an amount not to exceed $15,000, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Securities. Except as provided in this Section 4 or in Section 7, Section 9 10 or Section 10 hereof11, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing feesfees and expenses, attorneys’ including the costs, fees and expenses of counsel, incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such vii) any filing fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing (viii) the costs, fees and the expenses of legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not in an amount up to exceed $15,000)100,000, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft to be paid by the Underwriters, (viix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Any such amount payable to the underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the Transfer Agent, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesUnderwriters, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ The Nasdaq Global Select Market and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 6 or in Section 79, Section 9 or 10 and Section 10 11 hereof, the Underwriters shall pay their its own expenses, including the fees and disbursements of their its counsel. The Selling Stockholder further agrees with the Underwriters to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Stockholder and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Optional Shares to be sold by themthe Selling Stockholder to the Underwriters hereunder. This Section 6 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, Prospectus and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or other foreign laws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the fees and expenses disbursements of counsel for the Underwriters in an amount not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters 25,000 in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)required review by FINRA, (viiviii) the costs and expenses of the Company (and not the Representative) relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesOffering, including, without limitation, expenses associated with the preparation or dissemination of any electronic road showRoad Show, expenses associated with the production of road show Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the road show Road Show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company (and not the Representative) and any such consultants, and the cost of any aircraft and any other transportation chartered (viithe “Chartered Transportation”) in connection with the Road Show, except that the Company and the Underwriters will each pay 50% of the cost of the Chartered Transportation used for such purposes if the Chartered Transportation is used by the Underwriters, (ix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 76, Section 9 8 or Section 10 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)7,500, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Underwriters, in an amount not to exceed $15,000)15,000 in the aggregate, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentatives, the employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, the remaining 50% of the cost of such aircraft paid by the Underwriters, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Common Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale each Issuer Free Writing Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communicationthe Prospectus and any Prospectus wrapper, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Common Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the NASDAQ and Nasdaq Global Market, (ix) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Common Shares, except that the Company and the Underwriters will each pay 50% of the cost of privately chartered airplanes used for such purposes, (x) all other fees, costs and expenses referred to in Item 13 of Part II of the nature referred to under the heading “Expenses Registration Statement and (xi) all costs and expenses of the Offering” Underwriters, including fees and disbursements of counsel for the Underwriters, in connection with the Registration Statementsale of the Common Shares outside of the United States. Except as provided in this Section 4 or in 5, Section 7, Section 9 or and Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholder agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Stockholder, and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Common Shares to be sold by themthe Selling Stockholder to the Underwriters hereunder. This Section 5 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions; provided, that such fees and expenses described in this subsection (such vi) shall not exceed U.S. $10,000.00, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing quotation of the Common Shares on the NASDAQ Nasdaq Stock Market, Inc., if any, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 5, Section 7, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of except that the Shares by them, any advertising expenses connected with any offers they may make Company and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs cost of any jointly privately chartered airplanes used chartered aircraft in the road showfor purposes of travel for presentations to prospective purchasers of Shares.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants (including accountants certifying the financial statements of LifeStorage) and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing of the Common Shares on the NASDAQ NYSE, (ix) all other expenses incurred in connection with presentations (electronic, audiovisual or otherwise) to prospective purchasers of the Shares, and (ixx) all other fees, costs and expenses of the nature referred to under Company in connection with the heading “Expenses performance of the Offering” in the Registration Statementits obligations hereunder. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.