Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,000)30,000; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Global Select Market and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters Underwriters, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all fees and expenses and application fees incurred in connection with any filing with, and the clearance of the offering by, by FINRA (including the related which fees and expenses of counsel for the Underwriters shall not to exceed $20,00010,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. For the avoidance of doubt, except as provided in this Section 13 or Section 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of their counsel, any stock transfer taxes payable in resale of any of the Shares by them, and their own travel and lodging expenses in connection with any “road show.” (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company Selling Stockholder for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that in the case of a termination pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such costs and expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, it being understood and agreed that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” (provided that the Underwriters and the Company shall each pay 50% of the cost of any aircraft or other transportation chartered in connection with the “road show”); and (ixviii) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusOffering Memorandum, any Issuer Free Writing ProspectusWritten Communication, any Pricing Disclosure Package Time of Sale Information and the Prospectus Final Offering Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Initial Purchasers may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Initial Purchasers not to exceed $10,00015,000); (vviii) any fees charged by rating agencies for rating the Securities; (ix) the cost fees and expenses of preparing stock certificatesthe Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vi) the costs and charges of any transfer agent and any registrar; (viix) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRA Securities for book-entry transfer by DTC; and (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viiixi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than due to the events described in Section 6(l) and 6(m)), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering proposed purchase and resale of the Securities contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid (1) all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriter under this clause (iv) not to exceed $10,00015,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees (including the reasonable legal fees of counsel to the Underwriter) incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees FINRA; and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except as set forth in the following sentence; and (ix2) all costs and expenses and application fees related incident to the listing sales and delivery of the Shares to be sold by the Selling Stockholders as provided in the Shareholders’ Agreement, dated November 10, 2006, among the Company and the stockholders of the Company party thereto. It is understood that, except as specifically provided in this Section 11, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel, stock transfer taxes on NASDAQresale of any Shares by it, any advertising expense connected with any offers it makes and one-half the cost of any aircraft chartered in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 910, (ii) the Company any Selling Stockholder for any reason fails to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Public Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Public Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent, trustee, warrant agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering Offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsFINRA; and (ix) all expenses and application fees related to the listing of the Shares Public Units on NASDAQthe Exchange. The Company also agrees to reimburse the Representative for all accountable out-of-pocket costs and expenses (including but not limited to, travel, due diligence expenses, fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) reasonably incurred by the Representative in connection with this Agreement and the Offering. All reimbursable expenses of the Company in this paragraph shall not exceed $100,000,inclusive of amounts previously paid. The Company made an advance payment of $100,000 on May 14, 2021. In the event the Offering is terminated, the advance payment received against reasonable out-of-pocket expenses incurred in connection with the offering will be returned to the Company to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Public Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Public Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,00015,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the but with respect to related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all non-transportation-related expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and 50% of the out-of-pocket costs and expenses of aircraft and other transportation used in connection with the road show; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company Selling Stockholder for any reason fails fail to tender the Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii) and (iv) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii) and (iv) of Section 11 or Section 12), the Company agrees and the Selling Stockholder agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. (c) This Section 13 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholder, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters Underwriters, not to exceed $20,00025,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided that, (A) the Company and the Underwriters will each bear 50% of the cost of any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (i), (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, the Company will not pay or reimburse pursuant to this Section 11 any costs, fees or expenses incurred by any underwriter that defaults on its obligations to purchase the Shares or following termination of this Agreement by the Underwriters pursuant to clauses (i), (iii) or (iv) of Section 9.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation copying and delivery distribution of the Shares Indenture and any taxes payable in that connectionthe preparation of the certificates representing the Securities; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof and the listing of the Securities on the NYSE; (iii) the fees printing (or reproduction) and expenses delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Company’s counsel and independent accountantsSecurities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvii) the cost transportation and other expenses incurred by or on behalf of preparing stock certificatesCompany representatives in connection with presentations to prospective purchasers of the Securities; (viviii) the costs fees and charges expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any transfer agent fees charged by securities rating services for rating the Securities; (x) the fees and expenses of the Trustee and any registraragent of the Trustee, including any paying agent, and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (viixi) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by the offering byFinancial Industry Regulatory Authority, FINRA Inc.; (xii) all fees and expenses (including the related reasonable fees and expenses of counsel counsel) in connection with the approval of the Securities by Clearstream and Euroclear for the Underwriters not to exceed $20,000)book-entry transfer; and (viiixiii) all other costs and expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related incident to the listing performance by the Company of its obligations hereunder. It is understood, however that except as provided in this Section 10 and Section 7, the Shares Underwriters shall pay their own expenses on NASDAQa pro rata basis in accordance with the amount of Securities purchased by such Underwriter as set forth on Schedule 1, including the fees and disbursements of their counsel. (b) If (i) this Underwriting Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Underwriting Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Underwriting Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Global Select Market. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel counsels and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,00015,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Global Select Market. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Notes and any taxes payable in that connection; connection therewith, (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Statement and any Issuer Free Writing Prospectus, any Pricing Disclosure Package amendments and exhibits thereto and the Prospectus (including all exhibits, and any amendments and supplements thereto, (iii) the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act, (iv) the costs of distributing the Registration Statement, as originally filed, and each amendment and post-effective amendment thereof (including exhibits), any preliminary prospectus, the Prospectus, any supplement or amendment to the Prospectus and any documents incorporated by reference in any of the foregoing documents, (v) the costs and expenses incident to the preparation, execution and delivery of the Indenture and the distribution thereof; Supplemental Indenture, (iiivi) the fees and disbursements of the Trustee, any paying agent, any calculation agent, and any other agents appointed by the Company, and their respective counsel, (vii) the costs and fees in connection with the listing of the Notes on any securities exchange, (viii) the cost of any filings with the National Association of Securities Dealers, Inc., (ix) the fees and disbursements of counsel for the Company, counsel for the Agents, counsel for the Trustee and the Company's accountants, (x) the fees paid to rating agencies in connection with the rating of the Notes, (xi) the fees and expenses of qualifying the Company’s counsel Notes under the securities laws of the several jurisdictions as provided in Section 3(f) hereof and independent accountants; of preparing and printing and distributing a Blue Sky Memorandum, (ivxii) the fees and all advertising expenses incurred in connection with the registration or qualification offering of the Shares under Notes incurred with the state or foreign securities or blue sky laws consent of such jurisdictions as the Representatives may designate and the preparationCompany, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (viixiii) all reasonable out-of-pocket expenses and application fees incurred by the Agents in connection with the transactions contemplated hereunder, (xiv) any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “a "road show” " presentation to potential investors; investors and (ixxv) all other costs and expenses and application fees related incident to the listing performance of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted Company's obligations under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any transfer fees or taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibitsany exhibit, amendments and supplements amendment or supplement thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel counsel, the independent accountants and independent accountantsreserve engineers; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost costs of preparing any stock certificatescertificates for the Shares; (vivii) the costs fees and charges expenses of any transfer agent and any registrarregistrar for the Shares; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering of the Shares by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses and application fees related to the listing of the Shares on the NYSE; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors (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 (ix) all graphics, fees and expenses and application fees related to of any consultants engaged in connection with the listing road show presentations with the prior approval of the Shares on NASDAQCompany, travel and lodging expenses of the representatives and officers of the Company and any such consultants; provided that notwithstanding clause (x) above, the Underwriters shall pay one-half of the lease expenses associated with any airplane which is used in connection with such “road show” presentations. (b) If (i) this Agreement is terminated pursuant to clauses (ii) or (vi) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA, provided that the aggregate amount payable by the Company pursuant to clauses (including the related fees iv) and expenses of counsel for the Underwriters (vii) shall not to exceed $20,00040,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clauses (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiiii) the fees and expenses of the Company’s counsel and independent accountants; (iviii) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (viv) the cost of preparing stock certificates; (viv) the costs and charges of any transfer agent and any registrar; (viivi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including FINRA, provided, however, that the related amounts payable by the Company for the fees and expenses disbursements of counsel for to the Underwriters pursuant to subsections (iii) and (vi) shall not to exceed $20,000)30,000 in the aggregate; (viiivii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixviii) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange; and (ix) the reasonable fees and disbursements of counsel for each of the Selling Stockholders. The Selling Stockholders, severally, and not jointly, will pay or cause to be paid (pro rata in accordance with the number of Underwritten Shares that each Selling Stockholder proposes to sell to the Underwriters as set forth on Schedule 2), the costs incident to the authorization, sale, preparation and delivery of the Shares and any taxes payable in that connection. It is further understood, however, that except as provided in this Section 13 and Section 9 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any road show, as applicable. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. If the Selling Stockholders for any reason, fail to tender the Shares for delivery to the Underwriters (other than those set forth in Section 11 or by reason of a default of any Underwriter), the Selling Stockholders, severally and not jointly, agree to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Notwithstanding the foregoing, if this Agreement is terminated due to default by the Underwriters as set forth under Section 12 (but only with respect to the defaulting Underwriters), the Underwriters agree to pay their own expenses incurred in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not of up to exceed $10,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)Financial Industry Regulatory Authority; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares Securities on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement (other than as a result of a termination pursuant to Section 9(i), 9(iii) or 9(iv)), the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the documents related to the offering; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters as provided herein or (iii) the Underwriters decline to purchase the Shares for any reason permitted under Section 6 of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. It is understood, however, that except as provided in this Section 11 and in Section 7, the Underwriters will pay all of their own costs and expenses, including, but not limited to, the fees of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and the Selling Stockholder agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate with the prior approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters Underwriter) (such fees and disbursements of U.S. counsel for the Underwriter pursuant to this clause (v) shall not to exceed $10,000); (vvi) the cost of preparing stock certificates, if applicable; and (vivii) the costs and charges of any transfer agent and any registrar; (vii) . It is, however, understood that except as provided in this Section 13 or Section 9 hereof, the Underwriter shall pay all of its own costs and expenses, including, without limitation, the fees and disbursements of its counsel, stock transfer taxes payable on resale of any Shares by it and any advertising expenses and application fees incurred in connection connected with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQoffers it makes. (b) If (i) this Agreement is terminated pursuant to Section 911 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11), (ii) the Company Selling Stockholder for any reason fails to tender the Shares for delivery to the Underwriters Underwriter (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11 or the default by the Underwriter in its obligations hereunder) or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees and the Selling Stockholder agree to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby. (c) The provisions of this Section 13 shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholder may otherwise have for the allocation of such expenses among themselves, including, without limitation, any provisions of the Registration Rights Agreement, dated as of April 23, 2018, by and between the Company and the Selling Stockholder related to the allocation of expenses between the Company and the Selling Stockholder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market; provided, however, that the reasonable fees and expenses of counsel for the Underwriters incurred pursuant clauses (iv) and (vii) of this Section 11(a) shall not exceed $30,000 in the aggregate. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe NYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonably documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) [reserved]; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $10,0007,550); (vvi) the cost of preparing stock certificatescertificates (if any); (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses (including the legal fees of counsel to the Underwriters not to exceed $35,000) and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses (other than air travel expenses) incurred by the Company in connection with any “road show” presentation to potential investors; (x) one half of all air travel expenses in connection with any “road show” presentation to potential investors; and (ixxi) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby, provided that in the case of a termination pursuant to Section 12(c) hereto, the Company shall only reimburse the non-defaulting Underwriter.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)25,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (i), (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to be sold by the Company to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum, if any (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $20,000)40,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) Each Selling Stockholder, severally and not jointly, will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters and any taxes payable in that connection, and (ii) the fees and expenses of such Selling Stockholder’s counsel; provided that the Company will reimburse the Selling Stockholders for reasonable and documented expenses of the Selling Stockholders described under this Section 13(b) up to a maximum of $125,000 in the aggregate. (c) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (i), (iii) or (iv) of Section 11), the Company agrees and the Selling Stockholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation (i) all expenses incident to the issuance and delivery of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, Units (including all printing and distribution of a Blue Sky Memorandum engraving costs), (including the related ii) all fees and expenses of counsel for the Underwriters not registrar and transfer agent of the Common Stock, Units and Warrants, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Units to exceed $10,000); the Underwriter, (iv) all fees and expenses of the Company’s counsel, independent registered public accountants and other advisors, (v) the cost of preparing stock certificates; (vi) the all costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing withthe preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Registration Statement and each Preliminary Prospectus and the Prospectus, and clearance of the offering byall amendments and supplements thereto, FINRA and this Agreement (including the related vi) all filing fees, attorneys’ fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Units for offer and sale under the state securities or blue sky laws, if requested by the Underwriter, preparing and printing a “road showBlue Sky Survey” presentation or memorandum, and any supplements thereto, advising the Underwriter of such qualifications, registrations and exemptions, (vii) the filing fees incident to potential investors; FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Units, (viii) all transportation and other expenses incurred in connection with presentations to prospective purchasers of the Units, (ix) all accountable expenses and application of the Underwriter in the amount not to exceed $ (which may include certain fees related of counsel for the Underwriter); (x) a nonaccountable expense allowance to the listing Underwriter equal to 3% of the Shares on NASDAQ. gross proceeds of the sale of the Units, and (bxi) If (i) this Agreement is terminated pursuant to Section 9all other fees, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Underwriter shall pay their own expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and Xxxxxxxx Xxxx, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and Xxxxxxxx Lane’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriter); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. This Section 13(a) shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company and Xxxxxxxx Xxxx, on the one hand, and the Selling Stockholders or any individual Selling Stockholder, on the other hand. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or any Selling Stockholder for any reason fails to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees and Xxxxxxxx Xxxx jointly and severally agree to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby; provided that, in the case of a termination pursuant to Section 12, the Company and Xxxxxxxx Xxxx shall have no obligation to reimburse a defaulting underwriter for such costs and expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation copying and delivery distribution of the Shares Indenture and any taxes payable in that connectionthe preparation of the certificates representing the Securities; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof and the listing of the Securities on the NYSE; (iii) the fees printing (or reproduction) and expenses delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Company’s counsel and independent accountantsSecurities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvii) the cost transportation and other expenses incurred by or on behalf of preparing stock certificatesCompany representatives in connection with presentations to prospective purchasers of the Securities; (viviii) the costs fees and charges expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any transfer agent fees charged by securities rating services for rating the Securities; (x) the fees and expenses of the Trustee and any registraragent of the Trustee, including any paying agent, and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (viixi) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by the offering byFinancial Industry Regulatory Authority, FINRA Inc.; (xii) all fees and expenses (including the related reasonable fees and expenses of counsel counsel) in connection with the approval of the Securities by Clearstream and Euroclear for the Underwriters not to exceed $20,000)book-entry transfer; and (viiixiii) all other costs and expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related incident to the listing performance by the Company of its obligations hereunder. It is understood, however, that except as provided in this Section 10 and Section 7, the Shares on NASDAQUnderwriters will pay all of their own costs and expenses, including the fees of their counsel. (b) If (i) this Underwriting Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Underwriting Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Underwriting Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA, provided that the aggregate amount payable by the Company pursuant to clauses (including the related fees iv) and expenses of counsel for the Underwriters (vii) shall not to exceed $20,00040,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clauses (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in connection with such Blue Sky Memorandum, not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (the Financial Industry Regulatory Authority. It is understood and agreed, however, that, except as provided in this Section 11 and in Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQtheir counsel. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters (other than pursuant to Section 10) or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the reasonable and documented fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $20,000)15,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that no additional amounts beyond what has been reimbursed pursuant to the foregoing will be owed to the Underwriters other than under Section 7 hereof. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares pursuant to Section 10 of this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not for such Blue Sky Memorandum up to exceed an aggregate of $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including provided that the related reimbursement obligation for such fees and expenses of counsel for the Underwriters shall not to exceed exceed, in the aggregate, $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; it being understood that except as provided in this Section 13 or Section 9 hereof, the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “roadshow” presentation to potential investors and 50% of the costs of any aircraft chartered in connection with the “road show” presentation; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, if this Agreement is terminated pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for out-of-pocket costs and expenses (including the fees and expenses of their counsel) incurred by such defaulting Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters Underwriters) in an amount not to exceed $10,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,000)30,000; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9 and, with respect to the defaulting underwriter(s) referred to in Section 10 only, pursuant to Section 10(c)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the : (i) The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderthis Agreement, other than Selling Expenses (as defined below), including without limitation, (iA) the costs incident to the authorizationfees, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees disbursements and expenses of the Company’s counsel counsel, advisors retained directly by the Company, and the Company’s independent accountants; (iv) the fees and expenses incurred certified public accountants in connection with the registration or qualification and delivery of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Securities Act (including the related fees and disbursements associated with the preparation of any customary comfort letters to be provided by the auditors to the Company) and all other fees or expenses in connection with the preparation and filing of counsel for the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters not and dealers, in the quantities hereinabove specified (other than Selling Expenses), (B) all costs and expenses incident to exceed $10,000); listing the Securities on the New York Stock Exchange and other national securities exchanges and foreign stock exchanges, (v) the cost of preparing stock certificates; (viC) the costs and charges of any transfer agent or registrar, (D) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, travel and lodging expenses of the representatives and officers of the Company, (E) all costs and expenses related to the transfer and delivery of the Securities to Underwriters (excluding stamp duty, stock transfer or similar transaction tax imposed on the sale and delivery of the Securities) and (F) the document production charges and expenses associated with the filing by the Company of any form 6-K in connection with this transaction, provided that clauses (A) through (F) shall exclude any fees of the Depositary in connection with the registration or sale of the Offered ADSs or in connection with the deposit of Ordinary Shares in exchange for such Offered ADSs. It is understood, however, that except as provided in this Section and Sections 10 and 12, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any registrar; advertising expenses connected with any offers they may make. (viiii) The Selling Shareholder agrees to pay or cause to be paid (A) any registration fees of the Commission or other registration fees (or equivalent fees in any other jurisdiction), (B) all expenses filing fees and application the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with any filing with, the review and clearance qualification of the offering byof the Securities by FINRA, FINRA (including provided that the related reasonable fees and expenses disbursements of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with such review and qualification shall not, together, exceed an aggregate of $15,000, (C) any fees of the Depositary in connection with the registration or sale of any ADSs or in connection with the deposit of Ordinary Shares in exchange for ADSs, (D) any stamp duty, stock transfer or similar transaction tax imposed on the sale and delivery of the Securities to the Underwriters (other than any duties or taxes described in clause (E)), (E) the documentary duties that could become due on deeds and certificates issued by Belgian officials (notaries, bailiffs and clerks) and banking institutions, provided that such deeds and certificates are drawn up, initialed and/or executed in Belgium and the registration tax due on the voluntary registration in Belgium of any document, in each case other than any such documentary duties or taxes that would not have been imposed but for, with respect to any Underwriter, a solely voluntary action of such Underwriter (other than such actions contemplated by, or legally required for the enforcement or protection of its rights under this Agreement or the Prospectus, or the sale, resale, delivery or deposit of the Securities), (F) any underwriting fees, discounts and selling commissions to be paid to any underwriter, agent, dealer or other financial intermediary, (G) the Selling Shareholder’s own selling and marketing expenses, including the costs of printing and distributing any Prospectus in preliminary or final form as well as any supplements thereto, (H) the costs and expenses of the Selling Shareholder (but not the Company) relating to investor presentations on any “road show” presentation to potential investors; undertaken in connection with the marketing of the offering of the Securities, including, without limitation, travel and lodging expenses of the representatives and officers of the Selling Shareholder, (I) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, provided that the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum shall not, together, exceed an aggregate of $15,000, and (ixI) all expenses and application fees related except to the listing extent addressed more specifically in any of clauses (A) through (I) above, in which case such clause shall apply in lieu of this clause (J), any fees and out of pocket expenses of any legal counsel, underwriter, agent, dealer or other financial intermediary for the Shares on NASDAQSelling Shareholder or its advisors (collectively, the “Selling Expenses”). (iii) The provisions of this Section 8(a) shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholder may otherwise have for the allocation of such expenses among themselves. (b) If The Selling Shareholder will pay, and will indemnify and hold harmless the Underwriters against, any documentary, stamp, issue, registration, transfer or other similar tax or duty, including any interest and penalties, imposed on the Underwriters under the laws of the United States or the Kingdom of Belgium or any political subdivision or taxing authority thereof or therein that is imposed on (i) the sale and delivery of the Securities by the Selling Shareholder to the Underwriters, the resale and delivery of the Securities by the Underwriters and the deposit of the Ordinary Shares being deposited with the Custodian, in each case, in the manner contemplated by this Agreement is terminated pursuant to Section 9, and the Prospectus and (ii) the Company execution, delivery and performance by the Company, the Selling Shareholder or the Underwriters of this Agreement; in each case, other than any such taxes that would not have been imposed but for, with respect to any Underwriter, (A) an existing connection between such Underwriter and the taxing jurisdiction (other than a connection arising solely as a result of the transactions contemplated hereby), (B) the failure by such Underwriter to provide or file any accurate and complete tax form, certificate, document, or other information reasonably requested by the Selling Shareholder that would have reduced such taxes or (C) a solely voluntary action of such Underwriter (other than such actions contemplated by, or legally required for the enforcement or protection of its rights under this Agreement or the Prospectus, or the sale, resale, delivery or deposit of the Securities). All payments to be made by the Selling Shareholder under this Agreement shall be made without withholding or deduction for or on account of any reason fails present or future taxes, levies, imposts, duties, fees, assessments or other charges whatsoever, and all interest, penalties or similar liabilities with respect thereto (“Taxes”) imposed under the laws of the United States or the Kingdom of Belgium or any political subdivision or taxing authority thereof or therein, unless the Selling Shareholder is compelled by law to tender deduct or withhold such Taxes. In that event, and except for (A) any net income, capital gains, franchise taxes or other similar taxes imposed on the Shares for delivery Underwriters by the United States, the Kingdom of Belgium or other applicable jurisdiction or by any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting solely from the transactions contemplated by this Agreement) between the Underwriters and such jurisdiction, (B) withholding Taxes imposed under the laws of the United States or the Kingdom of Belgium imposed on amounts payable to the Underwriters pursuant to a law in effect on the date hereof, or (iiiC) Taxes that would not have been imposed but for the failure by the Underwriters decline to purchase provide or file any accurate and complete tax form, certificate, document, or other information reasonably requested by the Shares Selling Shareholder that would have reduced such deduction, withholding, or Taxes, the Selling Shareholder shall pay such additional amounts as may be necessary in order to ensure that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (c) All sums payable to the Underwriters shall be considered exclusive of any VAT levied in the Kingdom of Belgium by any taxing authority thereof or therein (“Belgian VAT”). Where such Belgian VAT is properly chargeable in respect of a supply made by the Underwriters to the Company or, as the case may be, the Selling Shareholder, and the Underwriter is required to account for any reason permitted under this Agreementsuch Belgian VAT to a relevant tax authority, the Company agrees or, as the case may be, the Selling Shareholder shall pay to reimburse the Underwriter an amount in respect of such Belgian VAT in addition to, and at the same time as, the sum payable hereunder. Where a sum is paid, reimbursed or indemnified to the Underwriters for all out-of-pocket costs pursuant to this Agreement in respect of any cost, expense or other amount and expenses that cost, expense or other amount includes an amount in respect of VAT levied in any jurisdiction in the European Union, by any taxing authority thereof or therein, which is not recoverable by way of input credit or refund (including the fees and expenses of their counsel) reasonably incurred “VAT Element”), then the payment, reimbursement or indemnification by the Underwriters in connection with Company or, as the case may be, the Selling Shareholder shall include an amount equal to such VAT Element. For the purposes of this Agreement and “VAT” means any tax imposed in compliance with the offering contemplated herebyCouncil Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent the Company’s accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters (not to exceed $10,000)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrarregistrar for the Shares; (vii) all reasonable and documented expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,00025,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except it is understood that 50% of the cost of any chartered aircraft and other transportation chartered in connection with the road show and all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters; and (ix) all costs and expenses and application fees related incident to the listing sales and delivery of the Shares to be sold by the Selling Stockholders as provided in the Stockholders Agreement, dated July 15, 2015 among the Company and its stockholders. It is understood, except as specifically provided for in this Section 13, the Underwriters shall pay all of their own costs and expenses, including fees of their counsel, stock transfer taxes on NASDAQthe resale of any of the Shares by them and any advertising expenses connected with any offers. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees and the Selling Stockholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses up to $10,000 and the reasonable and documented fees and expenses of their counsel reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, if this Agreement is terminated pursuant to Section 12, the Company and the Selling Stockholders shall have no obligation to reimburse the Underwriters for out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $20,000)35,000; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used; (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations; and (ixC) the Underwriters will pay the costs and expenses associated with ground transportation, group functions and any electronic “road show”); and (x) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (iii) or (iv) of Section 11 hereof), the Company agrees agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); Underwriters); (v) the cost of preparing stock certificates; certificates; (vi) the costs and charges of any transfer agent and any registrar; registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market; provided, however, that the fees and disbursements of counsel for the Underwriter pursuant to clauses (iv) and (vii) shall not exceed in the aggregate $25,000. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not up to exceed $10,0005,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) the filing fees incident to and the reasonable fees and disbursements of counsel for the Representatives in connection with any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Shares; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters (not to exceed $10,000)); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this agreement pursuant to clause (iii) or (iv) of Section 9 or Section 10(c)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters Underwriters, not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $20,00040,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by both the Company and the Underwriters, and that all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that no additional amounts beyond what has been reimbursed pursuant to the foregoing will be owed to the Underwriters other than under Section 7 hereof. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters, and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)30,000; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; , provided that the Company and (ix) all expenses and application fees related to the listing of the Shares on NASDAQUnderwriters will each pay their own costs associated with hotel accommodations. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (i), (ii) or (iv) of Section 9, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Issuer and the Guarantor will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the CompanyIssuer’s and Guarantor’s counsel and independent accountants; (iv) the fees and expenses expenses, in an aggregate amount not to exceed $25,000, incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000)Underwriters; (v) the cost of preparing stock certificatescertificates representing the Notes; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses expenses, not to exceed $25,000, and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company Issuer and the Guarantor in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the costs associated with the chartering of an aircraft used by the Issuer and the Underwriters to attend meetings with prospective purchasers of the Securities will be allocated between the Issuer and the Underwriters in proportion to the relative usage by representatives of the Issuer, including its investment manager, on the one hand and representatives of the Underwriters on the other hand); and (ixx) all the fees and expenses and application fees related to the listing of the Shares on NASDAQTrustee and any paying agent (including related fees and expenses of any counsel to such parties); provided, however, that except as provided in this Section 13, the Underwriters will pay all their own costs and expenses, including any advertising and fees, disbursements and expenses of counsel for the Underwriting. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company Issuer or the Guarantor for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees Issuer and the Guarantor agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel counsel, reasonably incurred, for the Underwriters not to exceed $10,000Underwriter); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe NASDAQ Market. Except as otherwise in this Section 12 hereof, neither the Company nor the Selling Stockholders shall be responsible for any other expenses of the Underwriter. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriters, in an amount not to exceed $10,00010,000 (exclusive of filing fees) without the prior written consent of the Company); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00010,000 (exclusive of filing fees) without the prior written consent of the Company); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; , the Company and the Underwriters will each pay fifty percent (50%) of the total costs of any aircraft chartered to be used by both the Company and the Underwriters in connection with such road show and (ix) all expenses and application fees related to the listing of the Shares on NASDAQThe Nasdaq Global Select Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Public Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Public Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000[ ]); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent, trustee, warrant agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters not relating to exceed such filings up to $20,00025,000); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares Public Units on NASDAQthe Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Shares Public Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Public Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether The Company covenants and agrees with the several Underwriters that, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedconsummated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the fees, disbursements and expenses of the Company’s counsel, accountants and other advisors; (ii) filing fees and all other expenses in connection with the preparation, printing and filing of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(h), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey in an amount not to exceed $5,000; (v) all fees and expenses in connection with listing the Common Stock (including the Shares) on the NYSE; (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, securing any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $15,000; (vii) all fees and expenses in connection with the preparation, issuance and delivery of the certificates representing the Shares to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; (viii) the cost and charges of any transfer agent or registrar; (ix) the transportation and other expenses incurred by the Company in connection with presentations to prospective purchasers of Shares; and (x) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthis Section 6. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation issuance and delivery of the Shares Securities and any taxes (other than transfer taxes) payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of each Registration Statement and any amendments and exhibits thereto, (iii) the costs incident to the preparation, printing and filing of any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act, (iv) the costs of preparing, printing and mailing of the Prospectus and any amendment or supplement to the Prospectus, (v) the costs of distributing each Registration Statement, as originally filed, and each amendment and post-effective amendment thereof (including exhibits), the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and supplement or amendment to the Prospectus and any documents incorporated by reference in any of the foregoing documents, (including all exhibitsvi) the fees and disbursements of the Trustee and its counsel, amendments (vii) the costs and supplements theretofees in connection with the listing of the Securities on any securities exchange, (viii) the cost of any filings with the National Association of Securities Dealers, Inc., (ix) the fees and disbursements of counsel to the distribution thereof; Company, (iiix) the fees paid to rating agencies in connection with the rating of the Securities, (xi) the fees and expenses of qualifying the Company’s counsel and independent accountants; (iv) Securities under the fees and expenses incurred in connection with the registration or qualification securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Representatives may designate provided in Section 3(l) hereof and the preparation, of preparing and printing and distribution of a Blue Sky Memorandum and a memorandum concerning the legality of the Securities as an investment (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Agents in connection therewith); , (vxii) the cost of preparing stock certificates; (vi) the costs "tombstone" advertisement and charges of any transfer agent such other advertising expenses agreed to by the Company and any registrar; (vii) all expenses and application fees incurred Agents in connection with any filing withthe solicitation of offers to purchase Securities, and clearance (xiii) all other costs and expenses incident to the performance of the offering by, FINRA Company's obligations under this Agreement (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000any Purchase Agreement); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related . In addition, subject to the listing provisions of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement7, the Company agrees to reimburse the Underwriters Agents for all out-of-pocket costs and expenses (including the fees and expenses disbursements of their counsel) reasonably incurred by legal counsel (except that the Underwriters Company shall not be liable for the fees and disbursements of more than one separate firm of attorneys). Except as specifically provided in connection with this Agreement Section and herein, the offering contemplated herebyAgents agree to pay all their costs and expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters Underwriters, not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that, (A) the Company and the Underwriters will each bear 50% of the cost of any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by an Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (i), (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, the Company will not pay or reimburse pursuant to this Section 11 any costs, fees or expenses incurred by any underwriter that defaults on its obligations to purchase the Shares or following termination of this Agreement by the Underwriters pursuant to clauses (i), (iii) or (iv) of Section 9.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriter and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofexhibits thereto or any document incorporated by reference therein; (iiid) the fees reasonable and expenses of the Company’s counsel and independent accountants; (iv) the documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate fees and the preparation, printing and distribution of a Blue Sky Memorandum expenses (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000)Underwriter) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (viig) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)registrar and transfer agent of the Shares; (viiih) all other costs and expenses of the Company incident to the Offering of the Shares by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel, and the Company's independent accountants and the travel and other reasonable expenses incurred by the Company in connection with any “road show” presentation to potential investors”); and (ixi) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket other costs and expenses of the Underwriter incident to the performance of its obligations under this Agreement (including including, without limitation, the fees and expenses of their the Underwriter's counsel) reasonably incurred ); provided, however, that the aggregate costs and expenses payable by the Underwriters in connection with Company under this Agreement and the offering contemplated herebyclause (i) shall not exceed $30,000.

Payment of Expenses. (a) Whether Subject to paragraph (b) below, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (Memorandum, including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $10,000)Underwriters; (v) the cost of preparing stock share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $20,000)Underwriters’ counsel; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 912, (ii) the Company Selling Shareholder for any reason fails to tender the Shares for delivery to the Underwriters or the Underwriters decline to purchase the Shares due to the failure of the Selling Shareholder to perform any of its other covenants, conditions or other obligations hereunder or (iii) the Underwriters otherwise decline to purchase the Shares for any reason permitted under this Agreement, only in the case of clauses (i) and (iii), the Company agrees and, only in the case of clause (ii), the Selling Shareholder, agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, in the case of a termination pursuant to Section 13, the Company and the Selling Shareholder shall have no obligation to reimburse a defaulting Underwriter for such costs and expenses but shall still have an obligation to reimburse non-defaulting Underwriters for such costs and expenses as provided for in this Section 14(b).

Payment of Expenses. (a) Whether Subject to paragraph (b) below, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (Memorandum, including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $10,000)Underwriters; (v) the cost of preparing stock share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $20,000)Underwriters’ counsel; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 912, (ii) the Company Selling Shareholder for any reason fails to tender the Shares for delivery to the Underwriters or the Underwriters decline to purchase the Shares due to the failure of the Selling Shareholder to perform any of its other covenants, conditions or other obligations hereunder or (iii) the Underwriters otherwise decline to purchase the Shares for any reason permitted under this Agreement, only in the case of clauses (i) and (iii), the Company agrees and, only in the case of clause (ii), the Selling Shareholder, agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, in the case of a termination pursuant to Section 13, the Company and the Selling Shareholder shall have no obligation to reimburse a defaulting Underwriter for such costs and expenses but shall still have an obligation to reimburse non-defaulting Underwriters for such costs and expenses as provided for in this Section 14(b).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Subsidiary Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Subsidiary Guarantors’ counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) all the fees and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA Trustee and any paying agent (including the related fees and expenses of any counsel for the Underwriters not to exceed $20,000such parties); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than pursuant to clause (v) of Section 9 if the Company and the Underwriters subsequently enter into another agreement for the Underwriters to underwrite the same or substantially similar securities of the Company), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees and each of the Subsidiary Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs costs, fees and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), as originally filed and as amended, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectuses and the Prospectus (including all exhibits, and any amendments and or supplements thereto) , and the cost of furnishing copies thereof to the Underwriters; (ii) the preparation, printing and distribution thereofof this Agreement and any instruments relating to any of the foregoing; (iii) the fees issuance and expenses delivery of the Company’s counsel and independent accountantsShares to the Underwriters, including any transfer taxes payable upon the sale of the Shares to the Underwriters (other than transfer taxes on resales by the Underwriters); (iv) the fees and expenses incurred in connection with disbursements of the registration or Company’s counsel and accountants; (v) the qualification of the Shares under the state or foreign applicable securities or laws in accordance with Section 3(f) hereof and any filing for review of the offering with the NASD, including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith; (vi) the transfer agent’s and registrar’s fees and all miscellaneous expenses referred to in Item 13 of the Registration Statement; (vii) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Shares; and (viii) all other costs and expenses incident to the performance of the Company’s obligations hereunder (including costs incurred in closing the purchase of the Option Shares, if any) that are not otherwise specifically provided for in this section. The Company, upon your request, will provide funds in advance for filing fees in connection with “blue sky laws of such jurisdictions as the Representatives may designate sky” qualifications and the preparationNASD review of the offering. (b) If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5 or Section 8(b) hereof (but not if this Agreement is terminated pursuant to Section 9 hereof), printing and distribution the Company shall reimburse the Underwriters for all of a Blue Sky Memorandum (their out-of-pocket expenses, including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQUnderwriters. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters Underwriter not to exceed $10,00015,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; and (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe NYSE. It is understood, however, that except as provided in this Section 12, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriter will pay all of its costs and expenses, including fees and disbursements of its counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company or the Selling Shareholders for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriter (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11) or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11), the Company agrees and the Selling Shareholders agree to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the Underwriter, such Selling Shareholder agrees to reimburse the Underwriter only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of its counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Shareholder pursuant to this agreement with the remainder of such expenses being the responsibility of the Company. (c) This Section 12 shall not affect any separate 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. (a) Whether The Company covenants and agrees with the several Underwriters that, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedconsummated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the fees, disbursements and expenses of the Company’s counsel, accountants and other advisors; (ii) filing fees and all other expenses in connection with the preparation, printing and filing of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(d), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey in an amount not to exceed $5,000; (v) all fees and expenses in connection with listing the Common Stock (including the Shares) on the NYSE; (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, securing any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $15,000; (vii) all fees and expenses in connection with the preparation, issuance and delivery of the certificates representing the Shares to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; (viii) the cost and charges of any transfer agent or registrar; (ix) the transportation and other expenses incurred by the Company in connection with presentations to prospective purchasers of Shares; and (x) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthis Section 6. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $20,000)35,000; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all travel and lodging expenses incurred by the Company in connection with any “road show” presentation to potential investors, other than those described in subsection (b) below; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Global Market. (b) Except as provided in this Section 11 and in Section 7, the Underwriters will pay all of their own costs and expenses, including (i) the fees of their counsel; (ii) stock transfer taxes on resale of any of the Shares by them; (iii) the travel and lodging expenses of the representatives of the Underwriters; and (iv) any advertising expenses connected with any offers they may make. (c) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company EVO Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters Underwriters, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related which fees and expenses of counsel for expenses, other than application fees paid by the Underwriters Company directly to FINRA, shall not to exceed $20,00035,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. For the avoidance of doubt, except as provided in this Section 13 or Section 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of their counsel, any stock transfer taxes payable in resale of any of the Shares by them, and their own travel and lodging expenses in connection with any “road show.” (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees EVO Parties, jointly and severally, agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that in the case of a termination pursuant to Section 12, the EVO Parties shall have no obligation to reimburse a defaulting Underwriter for such costs and expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (v) the cost of preparing stock certificates, if any; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00040,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the Underwriters and the Company shall each pay 50% of the cost of any chartered aircraft to be used in connection with such “road show” when a representative for an Underwriter is on the aircraft; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. (b) The Selling Stockholders, severally and not jointly, will pay (i) all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, with respect to any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Shares to the Underwriters, and (ii) the fees and expenses of their counsel (other than the fees and expenses of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP being paid for by the Company) and other advisors. (c) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incurred by the Company incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters Underwriter related thereto, such fees and expenses not to exceed $10,00050,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related such expenses and fees and expenses of counsel for the Underwriters not to exceed $20,00010,000); and (viiivii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors provided, however, that the cost of any aircraft chartered in connection with the road show shall be paid 50% by the Company and (ix) all expenses and application fees related to 50% by the listing of the Shares on NASDAQUnderwriter. (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 911, (ii) the Company Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriter (other than by reason of a default by the Underwriter) or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby; provided that, if a Selling Stockholder fails to tender its Shares for delivery to the Underwriter (without any fault on the part of other Selling Stockholders), such Selling Stockholder agrees to reimburse the Underwriter for its pro rata portion of such reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) based upon the number of Shares agreed to be sold by such Selling Stockholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Stockholders pursuant to this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountantsregistered public accounting firm; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA the Financial Industry Regulatory Authority; and (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this AgreementAgreement (other than Section 10), the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and reasonable expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA, provided that the aggregate amount payable by the Company pursuant to clauses (including the related fees iv) and expenses of counsel for the Underwriters (vii) shall not to exceed $20,00035,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters Underwriters, provided that the amount payable by the Company with respect to such fees and expenses of counsel pursuant to this clause (vii) shall not to exceed $20,000)25,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses National Association of counsel for the Underwriters not to exceed $20,000)Securities Dealers, Inc.; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq National Market; and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. (b) If (i) this Agreement is terminated pursuant to clauses (ii) or (v) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters Underwriters, or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following a termination pursuant to clauses (i), (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,000)30,000; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel for the Underwriters Underwriters, which fees and expenses shall not to exceed $10,00010,000 in the aggregate); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQ. It is understood that, subject to this Section 11(a) and Section 11(b) below, the Underwriters will pay all of their costs and expenses, including fees and expenses of their counsel. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters Underwriters, or (iii) this Agreement is terminated as a result of the Underwriters decline failure by the Company to purchase satisfy the Shares for any reason permitted under this Agreementconditions in Section 6, the Company agrees to reimburse the Underwriters for all accountable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (ai) Whether the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus and the Prospectus, including any pre or not post effective amendments or supplements thereto, and the transactions contemplated by printing and mailing of this Agreement are consummated and related documents, including the cost of all copies thereof and any amendments thereof or this Agreement is terminatedsupplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, , (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Company will pay Common Stock, the Rights and the Warrants included in the Units, including any transfer or cause other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and, provided the Offering is consummated, the reasonable fees of counsel of the Underwriters (not to be paid all exceed $[[●]) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all fees and disbursements of the transfer, warrant and rights agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management, and (x) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable hereunder which are not otherwise specifically provided for in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthis Section 3.10. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses in an amount not to exceed $40,000 incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $10,000related thereto); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees in an amount not to exceed $50,000 incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viii) 50% of all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including the third party costs of any private aircraft incurred by or on behalf of the Company in connection with such road show, with the Underwriters responsible for the remaining 50% of such expenses; provided, that each party shall pay all of the travel and lodging expenses incurred by them in connection with such road show (other than the third party costs of any private aircraft, which shall be paid for in accordance with the foregoing provisions of this clause (viii)), and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than as a result of the circumstances set forth in clause (i), (iii), (iv) or (v) of Section 11 or as set forth in Section 12), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the documented fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and out-of-pocket expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including FINRA, provided that the related costs and fees and expenses of counsel for the Underwriters not to exceed $20,000); described in clauses (v) and (viii) shall not exceed $50,000; (ix) all expenses (other than air travel expenses) incurred by the Company in connection with any “road show” presentation to potential investors; (x) one-half of all air travel expenses in connection with any “road show” presentation to potential investors, and (ixxi) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange. (b) If Notwithstanding subsection (a), if (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholder for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriters, or (iii) the Underwriters decline to purchase the Shares for any reason expressly permitted under this AgreementAgreement (other than solely because of the termination of this Agreement pursuant to Section 12 hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusOffering Memorandum, any Issuer Free Writing ProspectusWritten Communication, any Pricing Disclosure Package Time of Sale Information and the Prospectus Final Offering Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Initial Purchasers may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Initial Purchasers not to exceed $10,00015,000); (v) the cost of preparing stock certificates; (vi) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRA Securities for book-entry transfer by DTC; and (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than due to the events described in Section 6(l) and 6(m)), (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering proposed purchase and resale of the Securities contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of (A) the Company’s counsel and independent accountants and (B) the BNS Business’ independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the but with respect to related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all non-transportation-related expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and 50% of the out-of-pocket costs and expenses of aircraft and other transportation used in connection with the road show; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company Selling Stockholder for any reason fails fail to tender the Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii) and (iv) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii) and (iv) of Section 11 or Section 12), the Company agrees and the Selling Stockholder agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. (c) This Section 13 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholder, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements, the Preliminary Prospectusexhibits, any schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, any Pricing Disclosure Package the Preliminary Prospectus and the Prospectus (including Prospectus, and all exhibits, amendments and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the documents relating to this offering; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs cost of printing and charges delivering to, or as requested by, the Underwriters copies of any transfer agent the New York Stock Exchange Supplemental Listing Application, the Blue Sky Survey and any registrarsupplements or amendments thereto; (vii) all expenses and application fees incurred in connection with any the filing with, and clearance of the offering by, FINRA (including the related fees and expenses (including legal fees and disbursements) incident to securing any required review by the Financial Industry Regulatory Authority of counsel for the Underwriters not to exceed $20,000)terms of the sale of the Shares; (viii) the listing fee payable to the New York Stock Exchange; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors and (ixx) all other fees, costs and expenses and application fees related referred to the listing in Item 14 of Part II of the Shares on NASDAQRegistration Statement. (b) If (i) this Agreement is terminated pursuant to Section 96 prior to the Closing Date, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters on the Closing Date or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement on the Closing Date, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Otherwise, the Underwriters shall pay their own expenses, including the fees and expenses of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will The Partnership Parties jointly and severally agree to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Partnership’s counsel and accountants in connection with the registration of the Common Units under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto, and the delivering of copies thereof to the Agent; (ii) costs incident to the preparation, and delivery of this Sales Agreement or any Terms Agreement, any Blue Sky (including related reasonable fees and expenses of counsel to the Agent) and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Common Units; (iii) all expenses in connection with the qualification of the Common Units for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Agent in connection with such qualification and in connection with the Blue Sky Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Common Units; (v) all fees and expenses in connection with listing the Common Units on the Exchange; (vi) the cost of preparing the Common Units, any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Common Units to the Agent; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the fees and disbursements of the Partnership’s counsel and accountants; and (ix) all other costs and expenses incident to the performance of its obligations hereunderhereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 7 and Section 9 hereof, the Agent will pay all of its own costs and expenses, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery fees of the Shares its counsel and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and advertising expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection connected with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQoffers it may make. (b) If (i) a lesser number of Common Units having an aggregate offering price of $12,000,000 have not been offered and sold under this Sales Agreement is terminated pursuant to Section by April 9, 2022 (ii) or such earlier date on which the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under Partnership terminates this Sales Agreement), the Company agrees to Partnership shall reimburse the Underwriters Agent for all its reasonable out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably a single counsel for the Agent incurred by the Underwriters it in connection with this Agreement and the offering contemplated herebyby this Sales Agreement, up to a maximum reimbursement of $150,000.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not of up to exceed $10,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)Financial Industry Regulatory Authority; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including the cost of aircraft chartered in connection with the road show; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than as a result of a termination pursuant to Section 9(i), 9(iii) or 9(iv)), the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriters, in an amount not to exceed $10,00010,000 (exclusive of filing fees) without the prior written consent of the Company); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00030,000 (exclusive of filing fees) without the prior written consent of the Company); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; , the Company and the Underwriters will each pay fifty percent (50%) of the total costs of any aircraft chartered to be used by both the Company and the Underwriters in connection with such road show and (ix) all expenses and application fees related to the listing of the Shares on NASDAQThe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. The Sponsor and the Originators agree to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Notes and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing this Agreement; (e) the fees and expenses of qualifying the Company’s counsel Notes under the securities laws of the several jurisdictions as provided in Section 5(G) hereof and independent accountants; of preparing, printing and distributing any Blue Sky Memorandum or Legal Investment Survey (iv) the including related fees and expenses incurred in connection with of counsel to the registration or qualification Underwriter); (f) any fees charged by securities rating services for rating the Notes; (g) one-half of the Shares under costs and expenses of Dewex Xxxxxxxxxx XXX; and (h) all other costs and expenses incident to the state or foreign securities or blue sky laws performance of such jurisdictions the obligations of the Sponsor and the Originators; provided, however, that, except as provided in this Section 7, the Representatives Underwriter shall pay its own costs and expenses, including one-half of the costs and expenses of Dewex Xxxxxxxxxx XXX, any transfer taxes on the Notes which they may designate sell and the expenses of marketing any offering of the Notes made by the Underwriter (including expenses incident to the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees Computational Materials and expenses of counsel for the Underwriters not to exceed $10,000other Derived Information); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) . If (i) this Agreement is terminated pursuant to by the Underwriter, in accordance with the provisions of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters 6 or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementSection 10, the Company agrees to Sponsor and the Originators shall reimburse the Underwriters Underwriter for all its respective reasonable out-of-pocket costs and expenses (expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyDewex Xxxxxxxxxx XXX.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable all expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereofmailing and delivering of copies thereof to the Underwriter and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the fees cost of producing this Agreement, blue sky survey, closing documents and expenses of other instruments, agreements or documents (including any compilations thereof) in connection with the Company’s counsel and independent accountantsOffering; (iv) the fees and all expenses incurred in connection with the registration or qualification of the Shares for offering and sale under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationprovided in Section 4(e) hereof, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters not to exceed $10,000)Underwriter in connection with such qualification and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriter in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares and (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificatescertificates representing the Shares; (viy) the costs cost and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel or registrar for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsShares; and (ixz) all other costs and expenses and application fees related incident to the listing performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriter will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Shares on NASDAQ. (b) If (i) by them. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 96 or 11(b) hereof, (ii) the Company for any reason fails or subsequent to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreementa Material Adverse Change, the Company agrees to reimburse the Underwriters for will pay all out-of-of pocket costs and expenses of the Underwriter (including the but not limited to fees and expenses disbursements of their counselcounsel to the Underwriter) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyherewith.

Payment of Expenses. The Depositor agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Securities and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, any Issuer Free Writing Prospectusif any, any Pricing Disclosure Package and the Prospectus (including and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing this Agreement; (e) the fees and expenses of qualifying the Company’s counsel and independent accountants; (iv) Securities under the fees and expenses incurred in connection with the registration or qualification securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Representatives may designate provided in Section 5(h) hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum and a Legal Investment Survey (including the related fees and expenses of counsel for to the Underwriters not to exceed $10,000Underwriters); (vf) any fees charged by securities rating services for rating the Certificates; and (g) all other costs and expenses incident to the performance of the obligations of the Depositor (including costs and expenses of your counsel); provided that, except as provided in this Section 7, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, any transfer taxes on the Certificates that they may sell and the expenses of advertising any offering of the Certificates made by the Underwriters, and the Underwriters shall pay the cost of preparing stock certificates; any accountants' comfort letters relating to any Computational Materials, Structural Term Sheets or Collateral Term Sheets (vieach as defined in Section 5(e) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000hereof); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) . If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to by the Underwriters in accordance with the provisions of Section 6 or (iii) Section 10, the Depositor shall cause the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters be reimbursed for all reasonable out-of-pocket costs and expenses (expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement ; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel for the Underwriters Underwriters, which fees and expenses shall not to exceed $10,00010,000 in the aggregate); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQ. It is understood that, subject to this Section 11(a) and Section 11(b) below, the Underwriters will pay all of their costs and expenses, including fees and expenses of their counsel. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters Underwriters, or (iii) this Agreement is terminated as a result of the Underwriters decline failure by the Company to purchase satisfy the Shares for any reason permitted under this Agreementconditions in Section 6, the Company agrees to reimburse the Underwriters for all accountable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares ADSs and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares ADSs under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)NASD; (viiiix) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares ADSs on NASDAQthe Nasdaq Global Market and (y) the fees and expenses of Patriarch Partners' in 55 connection with this Agreement and the transactions contemplated hereby (other than the underwriting discounts and commissions to be received by the Underwriters in connection with the sale of ADS by Patriarch Partners hereunder). (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares ADSs for delivery to the Underwriters in accordance with this Agreement or (iii) the Underwriters decline to purchase the Shares ADSs for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. The Company agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Offered Certificates and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing this Agreement; (e) the fees and expenses of qualifying the Company’s counsel and independent accountants; (iv) Offered Certificates under the fees and expenses incurred in connection with the registration or qualification securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Representatives may designate provided in Section V(G) hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum and a Legal Investment Survey (including the related fees and expenses of counsel for to the Underwriters not to exceed $10,000Underwriters); (vf) any fees charged by securities rating services for rating the cost Offered Certificates; and (g) all other costs and expenses incident to the performance of preparing stock certificatesthe obligations of the Company; (vi) provided that, except as provided in this Section VII, the Underwriters shall pay their own costs and expenses, including the costs and charges expenses of Dewex Xxxxxxxxxx, xxy transfer taxes on the Offered Certificates which they may sell and the expenses of advertising any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance offering of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred Offered Certificates made by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQ. (b) Underwriters. If (i) this Agreement is terminated pursuant to by the Representative, in accordance with the provisions of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters VI or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementSection X, the Company agrees to shall reimburse the Underwriters for all their respective reasonable out-of-pocket costs and expenses (expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by Dewex Xxxxxxxxxx, xxunsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00035,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of the road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the “road show” (it being understood and agreed that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” except that the Underwriters shall pay 50% of the cost of any aircraft or other transportation chartered in connection with the “road show,” provided that the cost of any chartered aircraft is calculated on a per-flight leg basis and provided further that for any such flight leg, the aircraft is used by both the Company and the Representatives and in the event the aircraft used is owned or leased by the Company or its employees, such cost shall be based upon a reasonably agreed upon estimate to charter a similar aircraft); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe NASDAQ Market and (x) all of the reasonably incurred and documented fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid, or reimburse if paid by the Representatives, all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp duties or other taxes payable in that connection; connection therewith, (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and exhibits to it, each preliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus, each Written Testing-the-Waters Communications, if any, and any amendment or supplement to the Registration Statement, the Prospectus or any Written Testing-the-Waters Communication, and the distribution thereof, (iii) the costs of preparing, printing and delivering certificates representing the Shares, (iv) the costs of producing and delivering this Agreement, the Agreement Among Underwriters and any other related documents in connection with the offering, purchase, sale and delivery of the Shares, (v) the costs of furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Preliminary Prospectus, any Issuer preliminary prospectus, any Permitted Free Writing ProspectusProspectus and any Written Testing-the-Waters Communication, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (vi) the costs, fees and expenses of listing the Shares on The NASDAQ Global Market, (vii) the filing fees incident to, and the distribution thereof; fees and disbursements of counsel to the Underwriters (iiisuch fees and disbursements of counsel to the Underwriters not to exceed $35,000) in connection with, the review by FINRA of the terms of the sale of the Shares, (viii) the fees and expenses incident to the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith (such fees, disbursements and other charges of counsel to the Underwriters not to exceed $5,000), and, if requested by the Representatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (ix) the fees and expenses of counsel to the Company, (x) the costs and charges of DTC and the transfer agent for the Shares, (xi) the fees and expenses of the Company’s counsel and independent accountants; Accountants , (ivxii) the fees costs and expenses incurred of the Company relating to investor presentations on any “road show,” or any Testing-the-Waters Communication, undertaken in connection with the registration or qualification marketing of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationShares, printing and distribution of a Blue Sky Memorandum (including the related fees including, without limitation, all costs and expenses associated with any electronic road show, travel and lodging expenses of counsel for the Underwriters officers, employees, agents and other representatives of the Company (but not to exceed $10,000); officers, employees, agents or other representatives of the Representatives) and fifty percent (v50%) of the cost of preparing stock certificates; (vi) the costs any aircraft and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred other transportation chartered in connection with any filing withthe road show, and clearance of the offering by(xiii) all fees, FINRA (including the related fees costs and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred consultants used by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQoffering. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement, the Prospectus and relevant transaction documents are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderOffering, including without limitationthe following, (i) provided, however, that all expenses of the costs incident Underwriter in excess of $5,000 shall be subject to prior written approval by the Company. The Company has advanced $100,000 to the authorizationUnderwriter as an advance against out-of-pocket expenses (the “Expense Advance”) in addition to those already reimbursed for the Underwriter as set forth in Section 3.10.8 and Section 3.10.9, issuance, sale, preparation and delivery of the Shares Expense Advance and any taxes payable other advance received by the Underwriters will be reimbursed to the Company to the extent not actually incurred in that connection; (ii) the costs incident to compliance with FINRA Rule 5110(f)(2)(c). 3.10.1 all expenses in connection with the preparation, printing printing, formatting for XXXXX and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; (iii) mailing and delivering of copies thereof to the Underwriter and dealers; 3.10.2 all fees and expenses in connection with filings with FINRA’s Public Offering System; 3.10.3 all fees, disbursements and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred accountants in connection with the registration or qualification of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related Offering; 3.10.4 all fees and expenses in connection with listing the Securities on the NASDAQ Capital Market; 3.10.5 all pre-approved reasonable travel expenses of counsel for the Underwriters Company’s officers, directors and employees and any other expense of the Company or the Underwriter incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”), not to exceed $10,000); (v) 25,000; 3.10.6 any stock transfer taxes incurred in connection with this Agreement or the Offering; 3.10.7 the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent or registrar for the Securities; 3.10.8 any reasonable costs and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance conducting background checks of the offering byCompany’s officers and directors by a background search firm acceptable to the Underwriter, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)5,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation and 3.10.9 Underwriter Counsel’s fees, not to potential investors; exceed $75,000 and (ix) all expenses and application fees related third-party due diligence report expenses, not to the listing of the Shares on NASDAQexceed $25,000. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,0005,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (FINRA, including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $20,000)35,000; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used; (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations; and (ixC) the Underwriters will pay the costs and expenses associated with ground transportation, group functions and any electronic “road show”); and (x) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (iii) or (iv) of Section 9 hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the Underwriters in an amount not to exceed $10,0005,000 (excluding filing fees)); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00050,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of charting any aircraft to be used in connection with the road show by both the Company and the Underwriters, and all lodging, commercial airfare and individual expenses of the Underwriters shall be the responsibility of the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 99(i) and (ii), (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations and those of the Selling Stockholder hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountantsaccountants and counsel for the Selling Stockholder; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not Underwriter, together with any fees and expenses payable under clause (viii) hereto, up to exceed an aggregate of $10,00030,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange, if any. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholder for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; , (iii) the fees and expenses of the Company’s counsel and independent accountants; , (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); , (v) the cost of preparing stock certificates; , if any, representing the Shares, (vi) the costs and charges of any transfer agent and any registrar; , (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00010,000); , (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe NYSE. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for because of any reason permitted under failure or refusal on the part of any Ares Party to comply with the terms of this AgreementAgreement or the conditions of this Agreement are not satisfied, the Company agrees to reimburse the Underwriters that have so terminated this Agreement with respect to themselves severally and are not in default hereunder for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, the Power of Attorney and the Custody Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses National Association of counsel for the Underwriters not to exceed $20,000)Securities Dealers, Inc.; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Global Market; and (xi) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. (b) If (i) this Agreement is terminated pursuant to clauses (ii) or (v) of Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Shares for delivery to the Underwriters Underwriters, or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than following a termination pursuant to clauses (i), (iii) or (iv) of Section 11), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not Expenses of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company. The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderand the obligations of the Selling Shareholders under this Agreement (except for the expenses payable by the Xxxxxxx Xxxxx Xxxxxxx pursuant to Section 4(b) hereof and the expenses payable by the Webb Sellers pursuant to Section 4(c) hereof), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the word processing or printing, copying and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Preliminary ProspectusAgreement among Managers, the Intersyndicate Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors and the reasonable fees and disbursements of a single law firm representing the Xxxxxxx Xxxxx Xxxxxxx, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Issuer Free Writing Prospectus, Term Sheets and of the Prospectuses and any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and or supplements thereto, (vii) the preparation, word processing or printing and delivery to the distribution thereof; Underwriters of copies of the Blue Sky Survey and any supplement thereto, (iiiviii) the copying of closing documents, (ix) the fees and expenses of the Company’s Custodian and any transfer agent or registrar for the Securities, (x) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities and independent accountants; (ivxi) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares Option Securities on NASDAQthe New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $10,00015,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the but with respect to related fees and expenses of counsel for the Underwriters not to exceed $20,00030,000); (viii) all expenses incurred by of the Company in connection with Issuer relating to any “road show” presentation to potential investors, including the travel and lodging expenses of the representatives and officers of the Issuer in connection with any such “road show” (provided that the Company shall only be obligated to pay one-half of the cost of any aircraft chartered in connection with any such “road show”); and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe NYSE. It is understood, however, that except as provided in this Section 13, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company or the Selling Shareholders for any reason fails fail to tender the Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12), the Company agrees and the Selling Shareholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the Underwriters, such Selling Shareholder agrees to reimburse the Underwriters only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Shareholder pursuant to this agreement with the remainder of such expenses being the responsibility of the Company. (c) This Section 13 shall not affect any separate 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. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any transfer fees or taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibitsany exhibit, amendments and supplements amendment or supplement thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel counsel, the independent accountants and independent accountantsreserve engineers; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriter); (v) the cost costs of preparing any stock certificatescertificates for the Shares; (vivii) the costs fees and charges expenses of any transfer agent and any registrarregistrar for the Shares; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering of the Shares by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses and application fees related to the listing of the Shares on the NYSE; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors (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 (ix) all graphics, fees and expenses and application fees related to of any consultants engaged in connection with the listing road show presentations with the prior approval of the Shares on NASDAQCompany, travel and lodging expenses of the representatives and officers of the Company and any such consultants; provided that notwithstanding clause (x) above, the Underwriter shall pay one-half of the lease expenses associated with any airplane which is used in connection with such “road show” presentations. (b) If (i) this Agreement is terminated pursuant to clauses (ii) or (vi) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses National Association of counsel for the Underwriters not to exceed $20,000)Securities Dealers, Inc.; (viiiix) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe NASDAQ Market; and (xi) all costs and expenses of the Underwriters (including the related fees and expenses of counsel for the Underwriters) in connection with matters related to the Directed Shares which are designated by the Company for sale to Participants. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than pursuant to clause (iv) thereunder), (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian Wrapper” (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $20,00010,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and 50% of the cost of any aircraft or other transportation chartered in connection with the “road show” (it being understood and agreed that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” except that the Underwriters shall pay 50% of the cost of any aircraft or other transportation chartered in connection with the “road show”); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $10,00010,000 (excluding filing fees)); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters FINRA, in an amount not to exceed $20,00030,000 (excluding filing fees); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that for purposes of this Section 11(b), the Company shall in no event be liable to any of the Underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $10,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent, trustee, warrant agent and any registrar; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters not relating to exceed such filings up to $20,00025,000); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares Units on NASDAQNasdaq. (b) If (i) this Agreement is terminated pursuant to Section 99 hereof (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Shares Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws (including insurance securities laws) of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)Financial Industry Regulatory Authority, Inc.; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA FINRA; provided, that the aggregate amount payable by the Company pursuant to clauses (including the related fees iv) and expenses of counsel for the Underwriters (vii) shall not to exceed $20,00040,000 (excluding filing fees); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on NASDAQthe Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to clauses (i) or (ii) of Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs fees and charges expenses of any transfer agent and any registrarregistrar (including the related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)Financial Industry Regulatory Authority; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixx) all expenses and application fees related to the listing of the Shares on NASDAQthe New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, other than due to a termination pursuant to Section 9, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Depositary Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Depositary Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $10,000Underwriters); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viiviii) all expenses and application fees reasonably incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters not to exceed $20,000)FINRA; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors ; and (ixx) all expenses and application fees related to the listing of the Depositary Shares on NASDAQthe Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Depositary Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Depositary Shares for any reason permitted under this Agreement, (in each clause (ii) and (iii), other than a termination of this Agreement pursuant to Section 10(c)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connectionsolely as a result thereof; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters) (such fees and expenses of counsel for the Underwriters pursuant to this clause (iv) not to exceed $10,00015,000); (v) the cost of preparing stock certificatescertificates representing the Shares and the Conversion Shares, if applicable; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters pursuant to this clause (vii) in an amount not to exceed $20,00025,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any private aircraft incurred in connection with such roadshow; and (ix) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Preferred Shares, if applicable, and all fees and expenses and application fees related to the listing of the Shares and the Conversion Shares on NASDAQthe Exchange. Except as provided in this Section 11 and Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. (b) If (i) this Agreement is terminated pursuant to Section 9, 9(ii); (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Shares for any reason permitted by Section 6 under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.