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 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 laws of such jurisdictions as the 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, 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 incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the 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 11, (ii) the 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the related fees and expenses shall of counsel for the Underwriters not to exceed $10,00020,000); (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 the 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 showNASDAQ.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,000)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 the Exchange. For Nasdaq Global Select Market and (xi) all other costs and expenses incident to the avoidance performance of doubt, except as provided the obligations of the Company hereunder for which provision is not otherwise made 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 showSection.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any transfer 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, any Preliminary ProspectusOffering Memorandum, any Issuer Free Writing ProspectusWritten Communication, the Pricing Disclosure Package any 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters Initial Purchasers 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, which are Initial Purchasers not to exceed $10,00015,000); (vviii) any fees charged by rating agencies for rating the Securities; (ix) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (x) all expenses and application fees incurred in connection with the clearance approval of the offering Securities for book-entry transfer by FINRA DTC; and (which fees and expenses shall not exceed $10,000); (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 the 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 119 (other than due to the events described in Section 6(l) and 6(m)), (ii) the Selling Stockholder 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 reasonable and itemized 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; 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 and the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which but with respect to related fees and expenses shall of counsel for the Underwriters not to exceed $10,00020,000); (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 the ExchangeNasdaq Market. For the avoidance of doubtIt is understood, however, that except as provided in this Section 13 or Section, Section 9 hereofentitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including the fees and disbursements 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 clause (ii) of Section 11, (ii) the 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 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 . (c) This Section 13 shall not affect any separate agreement relating to the case allocation of a termination pursuant to Section 12payment of expenses between the Company, on the Company shall have no obligation to reimburse a defaulting Underwriter for such costs one hand, and expensesthe 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Public Units under the laws of such jurisdictions as the Underwriters Representative 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, which are 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; (vii) all fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (viii) all expenses and application fees incurred by the Company in connection with any “road show” presentation to potential investorsfiling with, and clearance of the Offering by, FINRA; and (ix) all expenses and application fees related to the listing of the Shares Public Units on the Exchange. For The Company also agrees to reimburse the avoidance of doubt, except as provided in this Section 13 or Section 9 hereof, the Underwriters will pay Representative for all of their accountable out-of-pocket costs and expenses (including but not limited to, travel, due diligence expenses, including the fees and expenses of their its legal counsel, any stock transfer taxes payable in resale of any of roadshow and background check on the Shares Company’s principals) reasonably incurred by them, and their own travel and lodging expenses the Representative in connection with any “road showthis 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 119, (ii) the Selling Stockholder 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 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 expensesOffering.

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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Underwriter 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, which are 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 and expenses (including the reasonable legal fees of counsel to the Underwriter) incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees by, FINRA; and expenses shall not exceed $10,000); (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 on to be sold by the ExchangeSelling Stockholders as provided in the Shareholders’ Agreement, dated November 10, 2006, among the Company and the stockholders of the Company party thereto. For the avoidance of doubtIt is understood that, except as specifically provided in this Section 13 or Section 9 hereof11, the Underwriters Underwriter will pay all of their its own costs and expenses, including the fees of their its counsel, any stock transfer taxes payable in on resale of any of the Shares by themit, any advertising expense connected with any offers it makes and their own travel and lodging expenses 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 1110, (ii) the 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 reasonable and itemized fees and expenses of their 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 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 The Company will pay or cause to be paid all costs and expenses incident to the performance of their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Notes and any transfer 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, Statement and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized fees and all advertising expenses incurred in connection with the registration or qualification and determination of eligibility for investment offering of the Shares under Notes incurred with the laws consent of such jurisdictions as the Underwriters may designate and the preparationCompany, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the 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; (viixiii) all fees and reasonable out-of-pocket expenses incurred by the Agents in connection with the clearance of the offering by FINRA transactions contemplated hereunder, (which fees and expenses shall not exceed $10,000); (viiixiv) all any 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 the 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 11, (ii) the 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 Company's obligations 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the Exchange. For Nasdaq Market; provided, however, that the avoidance reasonable fees and expenses of doubt, except as provided in counsel for the Underwriters incurred pursuant clauses (iv) and (vii) of this Section 13 or Section 9 hereof, 11(a) shall not exceed $30,000 in 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 showaggregate.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 itemized documented 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 their its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters Representatives 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, which are not Underwriters 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, the 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 the 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 119(ii), (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the reasonable and documented fees and expenses shall of counsel for the Underwriters, not to exceed $10,00025,000); (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 itemized documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that in . For the case avoidance of a termination pursuant to Section 12doubt, the Company shall have no obligation will not pay or reimburse pursuant to reimburse a defaulting Underwriter for such costs and expensesthis 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 showNasdaq Global Select Market.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 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 their 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 transfer 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable preparation, printing, authentication, issuance and itemized 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 securities or blue sky laws of such jurisdictions as the Underwriters Representatives may designate (including filing fees) 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, 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 the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses incurred of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent, and the fees and disbursements of counsel for the Trustee in connection with the clearance of Indenture and the offering by FINRA (which fees and expenses shall not exceed $10,000)Securities; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixxi) all expenses and application fees related incurred in connection with any filing with, and clearance of any offering by the Financial Industry Regulatory Authority, Inc.; (xii) all fees and expenses (including reasonable fees and expenses of counsel) in connection with the approval of the Securities by Clearstream and Euroclear for book-entry transfer; and (xiii) all other costs and expenses incurred by the Company incident to the listing performance by the Company of the Shares on the Exchangeits obligations hereunder. For the avoidance of doubtIt is understood, however that except as provided in this Section 13 or 10 and Section 9 hereof7, the Underwriters will shall pay all their own expenses on a pro rata basis in accordance with the amount of their costs and expensesSecurities purchased by such Underwriter as set forth on Schedule 1, including the fees and disbursements 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 Underwriting Agreement is terminated pursuant to Section 118, (ii) the Selling Stockholder 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 reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Underwriting 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the related fees and expenses shall not exceed $10,000of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except that the cost of any aircraft or other transportation chartered in connection therewith shall be split 50:50 with the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. For the avoidance of doubtNYSE; provided, except as provided in this Section 13 or Section 9 hereofhowever, the Underwriters will pay all of their costs and expenses, including that the fees and expenses of their counsel, any stock transfer taxes payable counsel in resale of any of clauses (iv) and (vii) shall in no event exceed $40,000 in the Shares by them, and their own travel and lodging expenses in connection with any “road showaggregate.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 and itemized reasonably documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters may reasonably 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, which are 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 expenses application fees incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Stockholder 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 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 1212(c) hereto, the Company shall have no obligation to only reimburse a the non-defaulting Underwriter for such costs and expensesUnderwriter.

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 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters 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 and itemized fees and expenses of counsel for the Underwriters, which are 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) all fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the Exchange. For the avoidance of doubtIt is, however, understood that except as provided in this Section 13 or Section 9 hereof, the Underwriters will Underwriter shall pay all of their its own costs and expenses, including including, without limitation, the fees and disbursements of their its counsel, any stock transfer taxes payable in on resale of any of the Shares by them, it and their own travel and lodging any advertising expenses in connection connected with any “road showoffers it makes.” (b) If (i) this Agreement is terminated pursuant to Section 11 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 11), (ii) the 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 itemized documented fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby; provided . (c) The provisions of this Section 13 shall not supersede or otherwise affect any agreement that in the case of a termination pursuant to Section 12, the Company shall and the Selling Stockholder may otherwise have no obligation 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 reimburse a defaulting Underwriter for such costs the allocation of expenses between the Company and expensesthe 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 119, (ii) the Selling Stockholder 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 reasonable and itemized 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 that in the case of a termination pursuant to this Section 1211 and in Section 7, the Company shall have no obligation to reimburse a defaulting Underwriter for such 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 pay or cause to be paid all costs and expenses incident to the performance of their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 counsels 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the related fees and expenses shall of counsel for the Underwriters not to exceed $10,00015,000); (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 the 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 showNasdaq Global Select Market.” (b) If (i) this Agreement is terminated pursuant to Section 118, (ii) the Selling Stockholder 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 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 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 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, any the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, the 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 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 laws of such jurisdictions as the 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, which are not to exceed $10,000); (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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)of the Shares by, 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 the Exchange. For the avoidance of doubtCompany, 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 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 any such “road show” presentations.” (b) If (i) this Agreement is terminated pursuant to clauses (ii) or (vi) of Section 119, (ii) the Selling Stockholder 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 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 their its 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, 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by, FINRA, provided that the aggregate amount payable by FINRA the Company pursuant to clauses (which fees iv) and expenses (vii) shall not exceed $10,00040,000 (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clauses (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their its 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, which are not to exceed $10,000); (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 and expenses incurred in connection with the any filing with, and clearance of the offering by, FINRA, provided, however, that the amounts payable by FINRA (which the Company for the fees and expenses disbursements of counsel to the Underwriters pursuant to subsections (iii) and (vi) shall not exceed $10,000)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 the Exchange; and (ix) the reasonable fees and disbursements of counsel for each of the Selling Stockholders. For The Selling Stockholders, severally, and not jointly, will pay or cause to be paid (pro rata in accordance with the avoidance number of doubtUnderwritten 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 or and Section 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees and disbursements of their counsel, any stock transfer taxes payable in on resale of any of the Shares by them, them and their own travel 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 11, (ii) the 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 reasonable and documented out-of-pocket costs and expenses (including the reasonable and itemized documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that . If the Selling Stockholders for any reason, fail to tender the Shares for delivery to the Underwriters (other than those set forth in the case Section 11 or by reason of a termination pursuant to Section 12default of any Underwriter), the Company shall have no obligation Selling Stockholders, severally and not jointly, agree to reimburse a defaulting Underwriter the Underwriters for such all reasonable and documented out-of-pocket costs and expensesexpenses (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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses shall of counsel for the Underwriters not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 119, (ii) the Selling Stockholder 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 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 . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 or blue sky laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,00010,000 (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 the 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 showThe Nasdaq Global Select Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 itemized documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any 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 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 laws of such jurisdictions as the Underwriters Representative 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, which are not Underwriters 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, the 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 the 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 119(ii), (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters 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 reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the ExchangeNASDAQ. For the avoidance of doubtIt is understood that, except as provided in subject to this Section 13 or 11(a) and Section 9 hereof11(b) below, the Underwriters will pay all of their costs and expenses, including the fees and expenses 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 119, (ii) the Selling Stockholder 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 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 and Xxxxxxxx Xxxx, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 laws of such jurisdictions as the Underwriters Underwriter may reasonably 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, which are 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 fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the Exchange. For This Section 13(a) shall not affect or modify any separate, valid agreement relating to the avoidance allocation of doubtpayment of expenses between the Company and Xxxxxxxx Xxxx, except as provided in this Section 13 or Section 9 hereof, on 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 themone hand, and their own travel and lodging expenses in connection with the Selling Stockholders or any “road showindividual Selling Stockholder, on the other hand.” (b) If (i) this Agreement is terminated pursuant to Section 11, (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 reasonable and itemized 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 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 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum, if any (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses shall of counsel for the Underwriters, not to exceed $10,000)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 the Exchange. For Nasdaq Market. (b) Each Selling Stockholder, severally and not jointly, will pay or cause to be paid all costs and expenses incident to the avoidance performance of doubtits obligations hereunder, except as provided in this Section 13 or Section 9 hereofincluding 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 will pay all of their costs and expenses, including the fees of their counsel, any stock transfer taxes payable in resale that connection, and (ii) the fees and expenses of any such Selling Stockholder’s counsel; provided that the Company will reimburse the Selling Stockholders for reasonable and documented expenses of the Shares by them, and their own travel and lodging expenses Selling Stockholders described under this Section 13(b) up to a maximum of $125,000 in connection with any “road showthe aggregate.” (bc) If (i) this Agreement is terminated pursuant to clause (ii) of Section 11, (ii) the Company or the Selling Stockholder 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 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 out-of-pocket expenses incident to the performance of their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA by, FINRA, provided that the costs and fees of counsel described in clauses (which fees v) and expenses (viii) shall not exceed $10,000)50,000; (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 the New York Stock 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 Notwithstanding subsection (a), if (i) this Agreement is terminated pursuant to Section 11, (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 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 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 their its 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 laws of such jurisdictions as the 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, hereunder 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 incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the Exchange. For the avoidance of doubt, except as otherwise specifically provided for 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 show6.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any 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 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 laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, the National Association of 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 the Exchange. For the avoidance of doubt, except as provided in this Section 13 or Section 9 hereof, the Underwriters will pay Nasdaq National Market; and (xi) all of their other costs and expenses, including expenses incident to the fees performance 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 showits 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 119, (ii) the Selling Stockholder 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 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 their its 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 connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,00040,000 (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 the Exchange. For the avoidance of doubt. (b) The Selling Stockholders, except as provided in this Section 13 or Section 9 hereofseverally and not jointly, the Underwriters will pay (i) all expenses incident to the performance of their costs respective obligations under, and expensesthe consummation of the transactions contemplated by, including this Agreement, with respect to any stamp and other duties and stock and other transfer taxes, if any, payable upon the fees of their counsel, any stock transfer taxes payable in resale of any sale of the Shares by themto the Underwriters, and (ii) the fees and expenses of their own travel counsel (other than the fees and lodging expenses in connection with any “road showof Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP being paid for by the Company) and other advisors.” (bc) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Stockholder 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 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 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 their 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 transfer 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable preparation, printing, authentication, issuance and itemized 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 securities or blue sky laws of such jurisdictions as the Underwriters Representatives may designate (including filing fees) 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, 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 the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses incurred of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent, and the fees and disbursements of counsel for the Trustee in connection with the clearance of Indenture and the offering by FINRA (which fees and expenses shall not exceed $10,000)Securities; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ixxi) all expenses and application fees related incurred in connection with any filing with, and clearance of any offering by the Financial Industry Regulatory Authority, Inc.; (xii) all fees and expenses (including reasonable fees and expenses of counsel) in connection with the approval of the Securities by Clearstream and Euroclear for book-entry transfer; and (xiii) all other costs and expenses incurred by the Company incident to the listing performance by the Company of the Shares on the Exchangeits obligations hereunder. For the avoidance of doubtIt is understood, however, that except as provided in this Section 13 or 10 and Section 9 hereof7, the Underwriters will pay all of their own 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 Underwriting Agreement is terminated pursuant to Section 118, (ii) the Selling Stockholder 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 reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Underwriting 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 their its 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, 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by, FINRA, provided that the aggregate amount payable by FINRA the Company pursuant to clauses (which fees iv) and expenses (vii) shall not exceed $10,00040,000 (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clauses (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase the Shares.

Payment of Expenses. (a) Whether or 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 transactions contemplated by this Agreement are consummated or this Agreement is terminatedClosing Date, the all Company will pay or cause to be paid all costs and expenses incident to the performance of their the obligations hereunderof the Company under this Agreement, including without limitation, but not limited to (i) the costs incident to the authorizationCompany’s legal and accounting fees and disbursements, issuance, sale, preparation and delivery of the Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing printing, filing, mailing and filing under delivery (including the Securities Act payment of postage with respect to such mailing) of the Registration Statement, any Preliminary the Statutory Prospectus and the Prospectus, including any Issuer Free Writing Prospectuspre or post effective amendments or supplements thereto, the Pricing Disclosure Package and the Prospectus (printing and mailing of this Agreement and related documents, including the cost of all exhibitscopies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; , (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock, the Rights and the Warrants included in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and, provided the Offering is consummated, the reasonable and itemized fees of counsel of the Underwriters (not to exceed $[[●]) in connection therewith, (vi) fees, costs and expenses incurred in connection with listing the registration Securities on the Nasdaq or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions other stock exchanges as the Underwriters may designate Company and the preparationUnderwriters together determine, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel for the 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 incurred in connection with the clearance disbursements of the offering by FINRA (which fees transfer, warrant and expenses shall not exceed $10,000); 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 in connection with any “road show” presentation to potential investors; or such management, and (ixx) all other costs and expenses and application fees related customarily borne by an issuer incident to the listing performance of the Shares on the Exchange. For the avoidance of doubt, except as its obligations hereunder which are not otherwise specifically provided for 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 show3.10.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the 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 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 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including, without limitation (i) all expenses incident to the issuance and delivery of the Shares under the laws of such jurisdictions as the Underwriters may designate and the preparation, Units (including all printing and distribution of a Blue Sky Memorandum engraving costs), (including the related reasonable and itemized ii) all fees and expenses of counsel for the Underwritersregistrar and transfer agent of the Common Stock, which are not 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 fees and expenses incurred in connection with the clearance preparation, printing, filing, shipping and distribution of the offering by FINRA Registration Statement (which including financial statements, exhibits, schedules, consents and certificates of experts), the Registration Statement and each Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement (vi) all filing fees, attorneys’ fees and expenses shall not exceed $10,000); (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 gross proceeds of the Exchangesale of the Units, and (xi) all other fees, costs and expenses referred to in Item 13 of Part II of the Registration Statement. For the avoidance of doubt, except Except as provided in this Section 13 or 4, Section 6, Section 8 and Section 9 hereof, the Underwriters will Underwriter shall pay all of their costs and own expenses, including the fees and disbursements 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 11, (ii) the 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 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 their 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 transfer 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, any Preliminary the Base Prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the Prospectus reasonable and documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses (including all exhibits, amendments related fees and supplements theretoexpenses of counsel for the Underwriter) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and the distribution thereofof preparing, printing and distributing wrappers and blue sky memoranda; (iiig) all fees and expenses of the registrar and transfer agent of the Shares; (h) 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 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 laws of such jurisdictions as the Underwriters may designate 's counsel, and the preparation, printing Company's independent accountants and distribution of a Blue Sky Memorandum (including the related travel and other reasonable and itemized fees and expenses of counsel for the 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 incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (viii) all 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 the 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 11, (ii) the 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 other costs and expenses of the Underwriter incident to the performance of its obligations under this Agreement (including including, without limitation, the reasonable and itemized 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 hereby; provided that in the case of a termination pursuant to Section 12, the Company clause (i) shall have no obligation to reimburse a defaulting Underwriter for such costs and expensesnot exceed $30,000.

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 their its 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, any Preliminary the Base Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of counsel counsel, reasonably incurred, for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the ExchangeNASDAQ Market. For the avoidance of doubt, except Except as provided otherwise in this Section 13 or Section 9 12 hereof, neither the Underwriters will pay all of their costs and expenses, including Company nor the fees of their counsel, Selling Stockholders shall be responsible for any stock transfer taxes payable in resale of any other expenses of the Shares by them, and their own travel and lodging expenses in connection with any “road showUnderwriter.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Selling Stockholder 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 reasonable and itemized 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 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 agrees to pay or cause to be paid all costs and expenses incident to the performance of their its 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 StatementStatement (including financial statements, any Preliminary Prospectusexhibits, any schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 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 laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are not to exceed $10,000); (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 the filing fees and expenses incurred in connection with (including legal fees and disbursements) incident to securing any required review by the clearance Financial Industry Regulatory Authority of the offering by FINRA (which fees and expenses shall not exceed $10,000)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 the 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 showRegistration Statement.” (b) If (i) this Agreement is terminated pursuant to Section 116 prior to the Closing Date, (ii) the Selling Stockholder 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 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. Otherwise, the Company Underwriters shall have no obligation to reimburse a defaulting Underwriter for such costs pay their own expenses, including the fees and expensesexpenses 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 pay or cause to be paid all costs and expenses incident to the performance of their its 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; connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); by, 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 the Exchange. For the avoidance of doubtNasdaq Market; provided, except as provided in this Section 13 or Section 9 hereofhowever, the Underwriters will pay all of their costs and expenses, including that the fees and disbursements of their counsel, any stock transfer taxes payable counsel for the Underwriter pursuant to clauses (iv) and (vii) shall not exceed in resale of any of the Shares by them, and their own travel and lodging expenses in connection with any “road showaggregate $25,000.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 their its 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 connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives may designate reasonably request in writing 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall not to exceed $10,00025,000); (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 on to be sold by the ExchangeSelling Stockholders as provided in the Stockholders Agreement, dated July 15, 2015 among the Company and its stockholders. For the avoidance of doubtIt is understood, except as specifically provided for in this Section 13 or Section 9 hereof13, the Underwriters will shall pay all of their own costs and expenses, including the fees of their counsel, any stock transfer taxes payable in on the resale of any of the Shares by them, them and their own travel and lodging any advertising expenses in connection connected with any “road showoffers.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Stockholder 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 (including up to $10,000 and the reasonable and itemized documented fees and expenses of their counsel) counsel reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that in . For the case avoidance of a termination doubt, if this Agreement is terminated pursuant to Section 12, the Company and the Selling Stockholders shall have no obligation to reimburse a defaulting Underwriter the Underwriters for such out-of-pocket costs and expensesexpenses (including the fees and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (Memorandum, including the related reasonable and itemized documented fees and expenses of counsel for the Underwriters, which are not to exceed $10,000); (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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the reasonable and documented fees and expenses shall not exceed $10,000)of 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 the New York Stock 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 1112, (ii) the Selling Stockholder 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 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 that, in the case of a termination pursuant to Section 1213, the Company and the Selling Shareholder shall have no obligation to reimburse a defaulting Underwriter for such costs and expensesexpenses 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 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 their obligations hereunderthis Agreement, other than Selling Expenses (as defined below), including without limitation, (iA) the costs incident to fees, disbursements and expenses of the authorizationCompany’s counsel, issuanceadvisors retained directly by the Company, sale, preparation and the Company’s independent certified public accountants in connection with the registration and delivery of the Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing Securities under the Securities Act (including the 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 the Registration Statement, any Preliminary preliminary prospectus, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectusfree writing prospectus prepared by or on behalf of, used by, or referred to by the Pricing Disclosure Package Company and the Prospectus (including all exhibits, amendments and supplements thereto) to any of the foregoing, including all printing costs associated therewith, and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified (iiiother than Selling Expenses), (B) the fees all costs and expenses of incident to listing the Company’s counsel Securities on the New York Stock Exchange and independent accountants; other national securities exchanges and foreign stock exchanges, (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 laws of such jurisdictions as the 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, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (viC) the costs and charges of any transfer agent and any or registrar; , (viiD) all fees the costs and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (viii) all expenses incurred by the Company in connection with 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 Company, (ixE) all costs and expenses and application fees related to the listing transfer and delivery of the Shares Securities to Underwriters (excluding stamp duty, stock transfer or similar transaction tax imposed on the Exchangesale 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. For the avoidance of doubtIt is understood, however, that except as provided in this Section 13 or Section 9 hereofand Sections 10 and 12, the Underwriters will pay all of their costs and expenses, including the fees and disbursements of their counsel, any stock transfer taxes payable in on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (ii) 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 filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by FINRA, provided that the reasonable fees and disbursements of counsel for the Underwriters incurred 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 themBelgian officials (notaries, bailiffs and their 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” 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 any “road show.” (b) If (i) this Agreement is terminated pursuant to Section 11the 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, (ii) the 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 including filing fees and expenses (including the reasonable and itemized fees and expenses disbursements of their counsel) reasonably incurred by 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 (I) except to the 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 Selling 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) 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 and the offering Prospectus and (ii) the 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; provided ), (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 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 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 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 (C) Taxes that would not have been imposed but for the failure by the Underwriters 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 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 case Kingdom of Belgium by any taxing authority thereof or therein (“Belgian VAT”). Where such Belgian VAT is properly chargeable in respect of a termination pursuant supply made by the Underwriters to Section 12the Company or, as the case may be, the Selling Shareholder, and the Underwriter is required to account for such Belgian VAT to a relevant tax authority, the Company or, as the case may be, the Selling Shareholder shall have no obligation 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 defaulting Underwriter for sum is paid, reimbursed or indemnified to the Underwriters pursuant to this Agreement in respect of any cost, expense or other amount and 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 (the “VAT Element”), then the payment, reimbursement or indemnification by the Company or, as the case may be, the Selling Shareholder shall include an amount equal to such costs and expensesVAT Element. For the purposes of this Agreement “VAT” means any tax imposed in compliance with the Council 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are not Underwriters 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 fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the New York Stock 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 119, (ii) the Selling Stockholder 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 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 their its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters Representatives may reasonably 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 UnderwritersUnderwriters in connection with such Blue Sky Memorandum, which are 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) all the fees and expenses incurred in connection with the clearance of the offering by FINRA Trustee and any paying agent (which including related fees and expenses shall not exceed $10,000of any counsel to such parties); (viii) 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 incurred in connection with any filing with, and clearance of the Shares on offering by, the ExchangeFinancial Industry Regulatory Authority. For the avoidance of doubtIt is understood and agreed, however, that, except as provided in this Section 13 or 11 and in Section 9 7 hereof, the Underwriters will pay all of their own 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 119, (ii) the Selling Stockholder 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 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 The Company will pay or cause to be paid all costs and expenses incident to the performance of their 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 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, any Preliminary as originally filed, and each amendment and post-effective amendment thereof (including exhibits), the Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Shares under the laws of such several jurisdictions as the Underwriters 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 reasonable and itemized fees and expenses of counsel for the UnderwritersAgents in connection therewith), which are not to exceed $10,000); (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 fees and expenses incurred Agents in connection with the clearance solicitation of offers to purchase Securities, and (xiii) all other costs and expenses incident to the performance of the offering by FINRA Company's obligations under this Agreement (which fees and expenses shall not exceed $10,000including any 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 the 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 11, (ii) the 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 Agreement7, the Company agrees to reimburse the Underwriters Agents for all out-of-pocket costs and expenses (including the reasonable and itemized fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided legal counsel (except that in the case of a termination pursuant to Section 12, the Company shall have no obligation not be liable for the fees and disbursements of more than one separate firm of attorneys). Except as specifically provided in this Section and herein, the Agents agree to reimburse a defaulting Underwriter for such 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 incurred by the Company incident to the performance of their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized documented fees and expenses of counsel for the UnderwritersUnderwriter related thereto, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which such expenses and fees and expenses shall not to exceed $10,000); and (viiivii) 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 investors provided, however, that the listing of the Shares on the 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 cost of any of the Shares by them, and their own travel and lodging expenses aircraft chartered in connection with any “the road showshow shall be paid 50% by the Company and 50% by the Underwriter.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 11, (ii) the Selling Stockholder 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 itemized 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 in that, if a Selling Stockholder fails to tender its Shares for delivery to the case Underwriter (without any fault on the part of a termination 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 Section 12, this Agreement relative to the Company shall have no obligation total number of Shares agreed to reimburse a defaulting Underwriter for such costs and expensesbe 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 and the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of their its 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, any Preliminary the Base Prospectus, any Issuer Free Writing Prospectus, the 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 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 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which but with respect to related fees and expenses shall of counsel for the Underwriters not to exceed $10,00020,000); (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 the ExchangeNasdaq Market. For the avoidance of doubtIt is understood, however, that except as provided in this Section 13 or Section, Section 9 hereofentitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including the fees and disbursements 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 clause (ii) of Section 11, (ii) the 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 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 . (c) This Section 13 shall not affect any separate agreement relating to the case allocation of a termination pursuant to Section 12payment of expenses between the Company, on the Company shall have no obligation to reimburse a defaulting Underwriter for such costs one hand, and expensesthe 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the reasonable and documented fees and expenses shall of counsel for the Underwriters, not to exceed $10,00020,000); (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 itemized documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that in . For the case avoidance of a termination pursuant to Section 12doubt, the Company shall have no obligation will not pay or reimburse pursuant to reimburse a defaulting Underwriter for such costs and expensesthis 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 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representative 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses shall of counsel for the Underwriters, not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Company or the Selling Stockholder 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 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses shall of counsel for the Underwriters not to exceed $10,000)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 the Exchange. For the avoidance of doubt, except as provided in this Section 13 or Section 9 hereof, the Underwriters will each 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 costs associated with any “road showhotel accommodations.” (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 119, (ii) the Selling Stockholder 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 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 . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized 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 Underwriters Representatives 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, which are not to exceed $10,000); (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, not to exceed $25,000, and application fees and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the Exchange. For the avoidance Trustee and any paying agent (including related fees and expenses of doubtany counsel to such parties); provided, however, that except as provided in this Section 13 or Section 9 hereof13, the Underwriters will pay all of their own costs and expenses, including any advertising and fees, disbursements and expenses of counsel for 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 showUnderwriting.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses of counsel for the 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 exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized documented fees and expenses of counsel for the 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the related reasonable and documented fees and expenses shall of counsel for the Underwriters not to exceed $10,00040,000); (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided provided, however, that in the case of a termination no additional amounts beyond what has been reimbursed pursuant to the foregoing will be owed to the Underwriters other than under Section 127 hereof. For the avoidance of doubt, it is understood that the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares Securities and any transfer 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, any Preliminary ProspectusOffering Memorandum, any Issuer Free Writing ProspectusWritten Communication, the Pricing Disclosure Package any 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters Initial Purchasers 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, which are 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) all the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the clearance approval of the offering Securities for book-entry transfer by FINRA DTC; and (which fees and expenses shall not exceed $10,000); (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 the 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 119 (other than due to the events described in Section 6(l) and 6(m)), (ii) the Selling Stockholder 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 reasonable and itemized 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; 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized documented fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the related reasonable and documented fees and expenses shall of counsel for the Underwriters not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided provided, however, that in no additional amounts beyond what has been reimbursed pursuant to the case foregoing will be owed to the Underwriters other than under Section 7 hereof. For the avoidance of a termination 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 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such costs and expenses10 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 their its 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 connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, which are not Underwriters 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which provided that the reimbursement obligation for such fees and expenses of counsel for the Underwriters shall not exceed exceed, in the aggregate, $10,00020,000); (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 the 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 11, (ii) the Selling Stockholder 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 itemized documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that in . For the case avoidance of a termination doubt, if this Agreement is terminated pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such out-of-pocket costs and expensesexpenses (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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Public Units under the laws of such jurisdictions as the Underwriters Representative 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the reasonable and documented fees and expenses shall not exceed of counsel for the Underwriters relating to such filings up to $10,00025,000); (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 the 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 showNasdaq.” (b) If (i) this Agreement is terminated pursuant to Section 119 (other than clauses (iii) and (iv)), (ii) the Selling Stockholder 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 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 expensesOffering.

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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are not to exceed $10,000); (vvi) the cost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (vii) all fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the Exchange. For the avoidance of doubt, except Nasdaq Global Market. (b) Except as provided in this Section 13 or 11 and in Section 9 hereof7, the Underwriters will pay all of their own costs and expenses, including (i) the fees of their counsel, any ; (ii) stock transfer taxes payable in on resale of any of the Shares by them, and their own ; (iii) the travel and lodging expenses in connection of the representatives of the Underwriters; and (iv) any advertising expenses connected with any “road showoffers they may make.” (bc) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 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 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum memorandum (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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) all the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the any filing with, and clearance of the offering by FINRA by, the Financial Industry Regulatory Authority; and (which fees and expenses shall not exceed $10,000); (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 the 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 119, (ii) the Selling Stockholder 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 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 The Company will pay or cause to be paid and bear all costs, fees and expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters; (ii) the preparation, printing and distribution of this Agreement and any instruments relating to any of the foregoing; (iii) the issuance and delivery of the Shares 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 disbursements of the Company’s counsel and accountants; (v) the qualification of the Shares under the applicable securities 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 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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; obligations hereunder (ivincluding costs incurred in closing the purchase of the Option Shares, if any) the reasonable and itemized that are not otherwise specifically provided for in this section. The Company, upon your request, will provide funds in advance for filing fees and expenses incurred in connection with “blue sky” qualifications and the registration or qualification and determination of eligibility for investment NASD review of the Shares under the laws of such jurisdictions as offering. (b) If this Agreement is terminated by the Underwriters may designate and in accordance with the preparationprovisions 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 and itemized fees and expenses of counsel for the 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 incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the 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 11, (ii) the 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (Memorandum, including the related reasonable and itemized documented fees and expenses of counsel for the Underwriters, which are not to exceed $10,000); (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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the reasonable and documented fees and expenses shall not exceed $10,000)of 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 the New York Stock 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 1112, (ii) the Selling Stockholder 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 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 that, in the case of a termination pursuant to Section 1213, the Company and the Selling Shareholder shall have no obligation to reimburse a defaulting Underwriter for such costs and expensesexpenses 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 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters Representatives 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, which are 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) all the fees and expenses incurred in connection with the clearance of the offering by FINRA Trustee and any paying agent (which including related fees and expenses shall not exceed $10,000of any counsel to such 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 the 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 119 (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 Selling Stockholder 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 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 EVO Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 laws of such jurisdictions as the 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses expenses, other than application fees paid by the Company directly to FINRA, shall not exceed $10,00035,000); (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 the 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 11, (ii) the Selling Stockholder 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 Company 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 and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of their 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, any Preliminary the Base Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the ExchangeNYSE. For the avoidance of doubtIt is understood, however, that except as provided in this Section 13 or 12, Section 9 hereofentitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters Underwriter will pay all of their its costs and expenses, including the fees and disbursements of their its 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 clause (ii) of Section 11, (ii) the Company or the Selling Stockholder 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 and itemized 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 that, if any Selling Shareholder fails to tender its Shares for delivery to the case Underwriter, such Selling Shareholder agrees to reimburse the Underwriter only for its pro rata portion of a termination 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 1212 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the Company shall have no obligation to reimburse a defaulting Underwriter for such costs one hand, and expensesthe 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 their its 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 laws of such jurisdictions as the 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, hereunder 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 incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the Exchange. For the avoidance of doubt, except as otherwise specifically provided for 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 show6.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the 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 their its 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, 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and reasonable expenses of counsel for the 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 and expenses incurred in connection with the any filing with, and clearance of the offering by, FINRA, provided that the aggregate amount payable by FINRA the Company pursuant to clauses (which fees iv) and expenses (vii) shall not exceed $10,00035,000 (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 The Partnership Parties jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their obligations hereunder, including without limitation, following: (i) the costs incident 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 authorization, issuance, sale, preparation and delivery of the Shares and any transfer taxes payable in that connectionAgent; (ii) the costs incident to the preparation, printing and filing under the Securities Act delivery of the Registration Statementthis Sales Agreement or any Terms Agreement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Prospectus Blue Sky (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 laws of such jurisdictions as the 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 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 UnderwritersAgent in connection with such qualification and in connection with the Blue Sky Surveys; (iv) any filing fees incident to, which are not to exceed $10,000)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 certificatesor other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Common Units to the Agent; (vivii) the costs and charges of any transfer agent and or registrar or any registrar; (vii) all fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)dividend distribution agent; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsfees and disbursements of the Partnership’s counsel and accountants; and (ix) all other costs and expenses and application fees related incident to the listing performance of the Shares on the Exchangeits obligations hereunder which are not otherwise specifically provided for in this Section. For the avoidance of doubtIt is understood, however, that, except as provided in this Section, Section 13 or 7 and Section 9 hereof, the Underwriters Agent will pay all of their its own costs and expenses, including the fees of their counsel, its counsel and any stock transfer taxes payable in resale of any of the Shares by them, and their own travel and lodging advertising expenses in connection connected with any “road showoffers it may make.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the 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 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 by April 9, 2022 (or such earlier date on which the 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 and itemized 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 hereby; provided that in the case by this Sales Agreement, up to a maximum reimbursement of a termination pursuant to Section 12, the Company shall have no obligation to reimburse a defaulting Underwriter for such costs and expenses$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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized 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 Underwriters Representatives 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, which are not to exceed $10,000Underwriters related thereto); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees and expenses in an amount not to exceed $50,000 incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 clause (ii) of Section 11, (ii) the Selling Stockholder 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 reasonable and itemized documented fees and expenses of their counsel) reasonably incurred and documented 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are ) 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses shall of counsel for the Underwriters, not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any 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 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 laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, the National Association of Securities Dealers, Inc.; (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, other than the cost of any aircraft chartered in connection with the road show, as separately agreed between the Company and the Underwriters; and (ixx) all expenses and application fees related to the listing of the Shares on the 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 showNASDAQ Global Market.” (b) If (i) this Agreement is terminated pursuant to clause (ii) or (v) of Section 11, (ii) the Company or the Selling Stockholder 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 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 and Cendant Corporation will pay or cause to be paid a pro rata share (based on the number of Shares to be sold by the Company and the Selling Stockholder hereunder) all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the sale and delivery of the Underwritten 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 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 Selling Stockholder’s counsel and the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the Exchange. (b) 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 their its obligations hereunderwith respect to the Option Shares, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Option 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 laws of such jurisdictions as the 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, 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 incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the 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.” (bc) If (i) this Agreement is terminated pursuant to Section 1110, (ii) the Company or the 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, Cendant Corporation 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 of Underwritten Shares contemplated hereby and 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 of Option Shares 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 and the Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which but with respect to related fees and expenses shall of counsel for the Underwriters not to exceed $10,00020,000); (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 the ExchangeNasdaq Market. For the avoidance of doubtIt is understood, however, that except as provided in this Section 13 or Section, Section 9 hereofentitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including the fees and disbursements 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 clause (ii) of Section 11, (ii) the Company or the 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 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 that, if the case Selling Stockholder fails to tender its Shares for delivery to the Underwriters, such Selling Stockholder agrees to reimburse the Underwriters only for its pro rata portion of a termination 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 Stockholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Stockholder pursuant to this Agreement with the remainder of such expenses being the responsibility of the Company. (c) This Section 1213 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the Company shall have no obligation to reimburse a defaulting Underwriter for such costs one hand, and expensesthe Selling Stockholder, on the other hand.

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 their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares Securities and any transfer 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, any in each case, exhibits), the Preliminary Prospectus, any Issuer Free Writing Prospectusif any, the Pricing Disclosure Package Prospectus and any amendment or supplement to the Prospectus (including 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 reasonable and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Shares under the laws of such several jurisdictions as the Underwriters may designate provided in Section 5(h) hereof and the preparationof preparing, printing and distribution of a distributing any Blue Sky Memorandum and any Legal Investment Survey (including the related reasonable and itemized fees and expenses of counsel for to the Underwriters, which are not to exceed $10,000); (vf) any fees charged by securities rating services for rating the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsNotes; and (ixg) all other costs and expenses and application fees related incident to the listing performance of the Shares on obligations of the Exchange. For the avoidance Depositor (including costs and expenses of doubtyour counsel); provided that, except as provided in this Section 13 or Section 9 hereof7, the Underwriters will shall pay all of their own costs and expenses, including the fees costs and expenses of their its counsel, any stock transfer taxes payable in resale on the Notes that they may sell and the expenses of advertising any offering of the Notes made by the Underwriters, and the Underwriters shall pay the cost of any of the Shares by themaccountants' comfort letters relating to any Computational Materials, and their own travel and lodging expenses Structural Term Sheets or Collateral Term Sheets (each as defined in connection with any “road show.” (bSection 5(e) hereof). If (i) this Agreement is terminated pursuant to Section 11, (ii) the Selling Stockholder 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 reasonable and itemized 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 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 expensesUnderwriters.

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 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, 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 reasonable expenses and application fees and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and 50% of the cost of any aircraft chartered by or on behalf of the Company in connection with any such road show; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock 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 clause (ii) of Section 119, (ii) the Selling Stockholder sale of Shares provided for herein is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof (other than by reason fails to tender of a default by any of the Shares for delivery to the Underwriters Underwriters) or (iii) the Underwriters decline to purchase sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied (other than by reason permitted under this Agreementof a default by any of the Underwriters) , 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 . (c) If this Agreement is terminated pursuant to clause (i), clause (iii) or clause (iv) of Section 129 (and there has been no default by any of the Underwriters), the Company shall have no obligation agrees to reimburse a defaulting Underwriter the Underwriters for such up to $500,000 in out-of-pocket costs and expensesexpenses (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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representative 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 any Company Shares and any shares issuable pursuant to the Shares Forward Agreement or any Additional Forward Agreement on the New York Stock 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 (x) all fees and lodging expenses in connection with incident to the transactions contemplated by the Forward Agreement and any “road showAdditional Forward Agreement.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Selling Stockholder Company for any reason fails to tender the Shares Company Shares, if any, for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, other than Section 9(i), Section 9(iii) or Section 9(iv), the Company agrees to reimburse the Underwriters Underwriters, the Forward Seller and the Forward Counterparty for all out-of-pocket costs and expenses (including the reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Seller and the Forward Counterparty 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall by, FINRA, in an amount not to exceed $10,00020,000 (excluding filing fees); (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; investors or Testing-the-Waters Communications, (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 the 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 1111(ii), (ii) the Company or the Selling Stockholder Stockholders 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 . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company and the Selling Stockholders shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, 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 laws of such jurisdictions as the 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 In consideration for the Underwriters, which are not to exceed $10,000); (v) the cost of preparing stock certificates; (vi) the costs ------------------- Operator's Fees and charges of any transfer agent and any registrar; (vii) all fees and expenses incurred in connection with the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (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 the Exchange. For the avoidance of doubt, except as provided in this Section 13 or Section 9 hereof3.04, the Underwriters will Operator shall ------------ provide for and pay all expenses connected with the normal operation and maintenance of their the EG Facility, including all fixed costs and expensesvariable costs (other than (i) depreciation and amortization, including (ii) fees for auditing, tax return preparation and other tax advice and QS9000 certification and auditing and (iii) any other items determined by the fees Management Committee, each of their counsel, any stock transfer taxes payable in resale of any which shall be the responsibility of the Shares by themPartnership). The Operator shall pay all rent, and their own travel and lodging expenses in connection with any “road show.”if any, payable under the Sublease that is the responsibility of the Operator pursuant to Section 3.05 of this Agreement. ------------ (b) If Notwithstanding the foregoing, (i) Operator shall not be required to pay, discharge or remove any tax, assessment, levy, fee, rent, charge, lien or encumbrance, or to comply with any legal requirements applicable to the EG Facility or the use thereof, so long as Operator shall contest the existence, amount or validity thereof by appropriate proceedings which shall prevent the collection of or other realization upon the tax, assessment, levy, fee, rent, charge, lien or encumbrance so contested or the sale, forfeiture or loss of the EG Facility. Operator shall give the Partnership notice of any such contest and if the Partnership shall assume responsibility for the matter in contest, Operator's responsibilities under this Agreement is terminated pursuant with respect to Section 11, the matter in contest shall terminate (at all times Operator shall keep the Partnership fully informed of the current status and all significant developments in all such contests) and (ii) the Selling Stockholder Partnership and Operator acknowledge that (A) a change of EG Product mix to average Coating Weights significantly below *** grams per square meter could have the effect of increasing the theoretical annual capacity of the EG Facility to a level significantly higher than the ability of the Primary Purchasers to market all of the EG Product that could be produced and (B) excessive interruptions of production due to product changes could have an adverse effect on the efficiency and productivity of the EG Facility. In such circumstances, to compute the Standard Ton Factor strictly in accordance with the definition thereof in Appendix A could impose an economic hardship on Operator, and the Management Committee shall, upon the petition of Operator from time to time, promptly review the operations of the Partnership and all provisions of this Agreement to determine if improvements therein can be made for the mutual benefit of Operator, the Partnership and the Partners in accordance with the purposes of this Agreement. (c) Operator shall not be responsible under this Agreement for any reason fails extraordinary expenses involved or incurred in the maintenance or operation of the EG Facility unless such expenses are the direct result of Operator's negligence or failure to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted carry out its duties and responsibilities under this Agreement, . Extraordinary expenses incurred in the Company agrees operation or maintenance of the EG Facility that are not the direct result of Operator's negligence or failure to reimburse the Underwriters for all out-of-pocket costs carry out its duties and expenses (including the reasonable and itemized fees and expenses of their counsel) reasonably incurred responsibilities under this Agreement shall be paid by the Underwriters in connection with Partnership. (d) Operator shall not be responsible under this Agreement and for any capital expenditures necessary or desirable to maintain, operate or improve the offering contemplated hereby; EG Facility. All such capital expenditures shall be made only as provided in Article XII of the Partnership Agreement. For purposes of this Section 3.04, ----------- ------------ all spare parts that cost more *** per item will be considered as capital expenditures. (e) The Management Committee shall determine whether an item (other than spare parts) is an extraordinary expense, a capital expenditure or an expense for which Operator is responsible under this Section 3.04 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 expensesgood faith ------------ based on all relevant circumstances.

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 their the obligations of the Company and the Selling Stockholders, as the case may be, hereunder, including without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any transfer 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Prospectus and the Prospectus (including and any and all exhibits, amendments thereof and supplements thereto) thereto and with the distribution thereofmailing and delivery of copies thereof to the Underwriters and dealers; (iiiii) the fees fees, disbursements and expenses of the Company’s counsel and independent accountants; (iv) accountants and the reasonable and itemized fees and expenses incurred Selling Stockholders’ counsel in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters may designate Securities Act and the preparationOffering; (iii) the cost of producing this Agreement and any agreement among Underwriters, printing blue sky survey, closing documents and distribution of a Blue Sky Memorandum other instruments, agreements or documents (including any compilations thereof) in connection with the related reasonable Offering; (iv) all expenses in connection with the qualification of the Shares for offering and itemized sale under state securities or blue sky laws as provided in Section 5(f) hereof and any offering of Directed Shares in outside the United States), including the fees and expenses disbursements of counsel for the Underwriters, ’ Counsel in connection with such qualification or offering and in connection with any blue sky survey (which are fees shall not to exceed $10,00025,000 plus reasonable disbursements); (v) the filing fees incident to 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 Nasdaq; (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; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; (ix) the cost of preparing stock certificatescertificates representing the Shares; (vix) the costs cost and charges of any transfer agent and any registrar; (vii) all fees and expenses incurred in connection with or registrar for the clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsShares; and (ixxi) all other costs and expenses and application fees related incident to the listing performance of the Shares on the Exchangeits obligations hereunder which are not otherwise specifically provided for in this Section 6. For the avoidance of doubt, except Except as expressly provided in this Section 13 or Section 9 hereofAgreement, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, any counsel and stock transfer taxes payable in incurred on resale of any of the Shares by them. Notwithstanding anything to the contrary in this Section 6, and their own travel and lodging expenses in connection with any “road show.” (b) If (i) the event that this Agreement is terminated pursuant to Section 11, (ii7 or 12(b) the Selling Stockholder for any reason fails to tender the Shares for delivery hereof or subsequent to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreementoccurrence of an event having a Material Adverse Effect, the Company agrees to reimburse the Underwriters for will pay all out-of-pocket costs and expenses of the Underwriters (including the reasonable and itemized including, but not limited to, fees and expenses disbursements of their counselcounsel to the Underwriters) 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 expensesherewith.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement are consummated or this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of their its obligations hereunderunder this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement, 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives, the Forward Purchaser or the Forward Seller 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, which are not to exceed $10,000the Forward Purchaser and the Forward Seller); (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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 any Company Shares and any shares issuable pursuant to the Shares Forward Sale Agreement or any Additional Forward Sale Agreement on the 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 1110, (ii) the Selling Stockholder Company for any reason fails to tender the Shares Company Shares, if any, for delivery to the Underwriters or fails to deliver any shares issuable pursuant to the Forward Sale Agreement or any Additional Forward Sale Agreement or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchaser and the Forward Seller for all out-of-pocket costs and expenses (including the reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchaser and the Forward Seller in connection with this Agreement the Transaction Documents and the offering transactions 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 expensesthereby.

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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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) all expenses incurred in connection with any “road show” presentation to potential investors; (v) 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 laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by, FINRA, provided that the aggregate amount payable by FINRA the Company pursuant to clauses (which fees v) and expenses (viii) shall not exceed $10,00040,000 (excluding filing fees); (viii) 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 the 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 showNasdaq Global Select Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 reasonably incurred and documented 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 their its 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, 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and reasonable expenses of counsel for the 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 and expenses incurred in connection with the any filing with, and clearance of the offering by, FINRA, provided that the aggregate amount payable by FINRA the Company pursuant to clauses (which fees iv) and expenses (vii) shall not exceed $10,00040,000 (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, FINRA; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, other than transportation expenses, which shall not be incurred in excess of $15,000 without the Company’s consent; and (ix) all expenses and application fees related to the listing of the Shares on the 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 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the fees and expenses shall of counsel for the Underwriters in an amount not to exceed $10,00035,000); (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 the Exchange. For NASDAQ Market and (x) all of the avoidance reasonably incurred and documented fees and disbursements of doubt, except as provided in this Section 13 or Section 9 hereof, counsel incurred by 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 showthe 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 119, (ii) the Selling Stockholder 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 and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase 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 their 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 transfer 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, any Preliminary the Prospectus, any Issuer preliminary prospectus, any Permitted Free Writing ProspectusProspectus and any Written Testing-the-Waters Communication, the 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 reasonable and itemized 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 and determination of eligibility for investment marketing of the Shares under the laws of such jurisdictions as the Underwriters may designate and the preparationShares, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees including, without limitation, all costs and expenses associated with any electronic road show, travel and lodging expenses of counsel for the Underwritersofficers, which are 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 fees and expenses incurred other transportation chartered in connection with the clearance of the offering by FINRA road show, and (which fees xiii) all fees, costs and expenses shall not exceed $10,000); (viii) all expenses incurred for 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 the 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 showoffering.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 and itemized fees and expenses reasonably incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized fees and expenses of reasonably incurred by counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to clause (i) or (ii) of Section 119, (ii) the Selling Stockholder 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 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 provided, however, that in the case of a termination pursuant to under Section 1210(c), the Company shall have no obligation to not reimburse a the defaulting Underwriter for such any out-of-pocket 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 and the Selling Stockholder will pay or cause to be paid paid, in accordance with the terms of that certain Registration Agreement dated as of December 10, 2004 among the Company, Brunswick Corporation and the Selling Stockholder, all costs and expenses incident to the performance of 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs, if any, of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and itemized expenses of the Selling Stockholder’s counsel; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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), which are not to exceed $10,000)7,500; (vvii) the cost of preparing stock certificatescertificates representing the Shares; (viviii) the costs and charges of any transfer agent and any registrar; (viiix) all expenses and application fees and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, the National Association of Securities Dealers, Inc.; (viiix) all expenses incurred by the Company and the Selling Stockholder 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 the 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 1110, (ii) the Company or the 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 AgreementAgreement (other than a termination of this Agreement pursuant to Section 11 hereof), the Company agrees and the Selling Stockholder, jointly and severally, agree to reimburse the Underwriters for all reasonable 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 provided, however that in the case of a termination pursuant failure to tender shares by the Selling Stockholder only or by the Company only (either, a “non-tendering party”) or the taking or failure to take any action by the Selling Stockholder only or by the Company only (either, a “breaching party”) permitting the Underwriters to decline to purchase the Shares, such non-tendering party or breaching party, as the case may be, shall be solely responsible for reimbursing the Underwriters under this paragraph 12(b). Except as provided in this Section 1212 or in Section 8, the Company shall have no obligation to reimburse a defaulting Underwriter for such Underwriters will pay all of their costs and expenses, including fees and expenses 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.

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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any Time of Sale Information and the Final 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 laws of such jurisdictions as the Underwriters Representative 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, 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA by, the National Association of Securities Dealers, Inc. (which including the fees and expenses shall not exceed $10,000)of Jxxxxxx Rxxx & Company acting as “qualified independent underwriter” within the meaning of the aforementioned Rule 2720 of The Rules of Conduct; (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 the 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 incurred in connection with any “road showthe application for the approval of the Securities for book-entry transfer by DTC.” (b) If (i) this Agreement is terminated pursuant to Section 11Sections 9(ii), (ii) the Selling Stockholder 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 section 6(h) or any subsection of Section 6 where the failure to satisfy the applicable conditions was solely attributable to an Underwriter), 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized documented fees and expenses of counsel for the Underwriters, which are ) (not to exceed $10,00010,000 with respect to this clause (iv)); (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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall not to exceed $10,00030,000 with respect to this clause (vii)); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show,” and provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered to be used in connection with such road show by both the Company and the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the 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 showNasdaq.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder Company for any reason fails to tender the Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter pursuant to Section 10) 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 . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to reimburse a defaulting Underwriter for such costs and expensespurchase the Shares.

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 their 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 transfer 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, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 reasonable and itemized fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the laws of such jurisdictions as the Underwriters may designate Securities Act and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized 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 UnderwritersCompany’s officers, which are 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 and or registrar for the Securities; 3.10.8 any registrar; (vii) all fees reasonable costs and expenses incurred in connection with the clearance conducting background checks of the offering Company’s officers and directors by FINRA (which fees and expenses shall a background search firm acceptable to the Underwriter, not to exceed $10,000)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 to the listing of the Shares on the 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 third-party due diligence report 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 shownot to exceed $25,000.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the 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 their 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 transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 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 Underwriters Representative 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which by, FINRA, including the related fees and expenses shall of counsel for the Underwriters, not to exceed $10,000)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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and itemized documented fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,00050,000 (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 the 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 showNasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119(i) and (ii), (ii) the Selling Stockholder 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 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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters 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 reasonable and itemized fees and expenses of counsel for the Underwriters, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA (which fees and expenses shall not exceed $10,000)by, 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 the ExchangeNASDAQ. For the avoidance of doubtIt is understood that, except as provided in subject to this Section 13 or 11(a) and Section 9 hereof11(b) below, the Underwriters will pay all of their costs and expenses, including the fees and expenses 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 119, (ii) the Selling Stockholder 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 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 out-of-pocket expenses incident to the performance of their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 and itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by FINRA by, FINRA, provided that the costs and fees of counsel described in clauses (which fees v) and expenses (viii) shall not exceed $10,000)50,000; (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 the New York Stock 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 Notwithstanding subsection (a), if (i) this Agreement is terminated pursuant to Section 11, (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 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 and subject to Section 13(b), (1) each Selling Stockholder will pay or cause to be paid all costs and expenses related to the transfer and delivery of its Shares (including any applicable taxes) to the Underwriter by such Selling Stockholder, except as otherwise specifically provided to be paid by the Underwriter pursuant to this Agreement; and (2) each Selling Stockholder will pay or cause to be paid its pro rata portion (based on the number of Shares to be sold hereunder) of all costs and expenses incident to the performance of their the Company’s and the Selling Stockholders’ 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 (including the registration fee for this offering) under the Securities Act of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (ii) the costs of reproducing and distributing this Agreement; (iii) the fees and expenses of the Company’s counsel and independent accountants, and of Ropes & Xxxx LLP and Xxxxxxxx & Xxxxx LLP, as counsel for the Selling Stockholders; (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 Underwriters Underwriter 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, which are not Underwriter up to exceed an aggregate of $10,0005,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any custodian, transfer agent and any registrar; (vii) all expenses and application fees and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which including the related fees and expenses shall not exceed of counsel for the Underwriter up to an aggregate of $10,000); (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 the Exchange. For the avoidance of doubtIt is agreed that, except as specifically provided in this Section 13 or Section 9 hereof13, the Underwriters Underwriter will pay all of their its own costs and expenses, including the fees of their its counsel, any stock transfer taxes payable in on the resale of any of the Shares by themthe Underwriter, and their own travel and lodging any advertising expenses in connection with any “road showthe offering contemplated by this Agreement.” (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Selling Stockholder for any reason fails to tender sale of the Shares for delivery to the Underwriters Underwriter is not consummated by reason of any refusal, inability or failure on the part of the Company or any of the Selling Stockholders to perform any agreement herein or to comply with any provision hereof, or (iii) the Underwriters decline Underwriter declines to purchase the Shares because any of the conditions of the Underwriter’s obligations set forth in Section 8 have not been met, each of the Selling Stockholders agree to reimburse the Underwriter for all documented out-of-pocket costs and expenses (including the fees and expenses of its counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby in the same proportions and manner as contemplated in Section 13(a)(2). If the sale of Shares to the Underwriter is not consummated and this Agreement is terminated solely by reason of any reason permitted under this Agreementrefusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Underwriters Selling Stockholders for all out-of-pocket costs and expenses (including the reasonable and itemized fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter and reimbursed by the Selling Stockholders pursuant to this Section 13(b) in connection with this Agreement and the offering contemplated hereby; provided that in . If the sale of Shares to the Underwriter is not consummated and this Agreement is terminated solely by reason of any refusal, inability or failure on the part of one or more Selling Stockholders to perform any agreement herein or to comply with any provision hereof, such Selling Stockholder or Selling Stockholders, as the case may be, agree severally and not jointly to reimburse the Company for all out-of-pocket costs and expenses (including the fees and expenses of a termination counsel) reasonably incurred by the Underwriter and reimbursed by the Company pursuant to this Section 12, 13(b) in connection with this Agreement and the Company shall have no obligation offering contemplated hereby in such proportion as the number of Shares to reimburse a defaulting Underwriter for be sold hereunder by each such costs and expensesbreaching Selling Stockholder bears to the total number of Shares to be sold hereunder by all such breaching Selling Stockholders.

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 their its 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, any the Preliminary Prospectus, any Issuer Free Writing Prospectus, the 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 itemized fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Underwriters Representatives 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, which are 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 and expenses incurred in connection with the any filing with, and clearance of the offering by by, FINRA (which fees and expenses shall in an amount not to exceed $10,00030,000 (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 the 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 showThe Nasdaq Market.” (b) If (i) this Agreement is terminated pursuant to Section 119, (ii) the Selling Stockholder 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 itemized documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided . For the avoidance of doubt, it is understood that in the case of a termination pursuant to Section 12, the Company shall have no obligation not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to reimburse a defaulting Underwriter for such costs and expensespurchase the Shares.