Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Operating Partnership 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Guarantors’ and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Operating Partnership’s counsel, local counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the Company’s independent accountants)approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except to the extent otherwise provided in this Section 5 and in as contemplated by Sections 7, 9 and 1011 hereof, the Underwriters shall pay their own costs and expenses, including the fees costs and expenses of their its counsel, travel, lodging and other expenses incurred by any transfer taxes on Underwriters’ personnel involved in the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themroad show.

Payment of Expenses. The Company agrees Depositor shall pay all expenses (including legal fees and disbursements) incident to pay, or reimburse if paid the transactions contemplated by any Underwriter or by the QIUthis Agreement, whether or not the transactions contemplated hereby herein are consummated or this Agreement is terminatedterminated pursuant to Section 9 hereof, including: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration StatementInitial Free Writing Prospectus and any other Time of Sale Information, each Preliminary Prospectuspreliminary prospectus, all computational materials, if any, and the General Disclosure Package, the Prospectus, any amendments, supplements Prospectus and exhibits each amendment or supplement thereto and the costs delivery of printing, reproducing and distributing all underwriting documents related copies thereof to the Offering Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Notes to the Underwriters (or any closing documents by mail or other means of communications; appointed clearing organizations), (d) any applicable listing or other fees; the fees and disbursements of BMW Financial Services’, the Depositor’s and the UTI Beneficiary’s counsel and accountants, (e) the qualification of the Notes under state securities laws in accordance with Section 5(d) hereof including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of any blue sky survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the amounts set forth in Section 7(i), (k) the fees and disbursements of the Vehicle Trustee and its counsel, if any, and (l) the fees and expenses of qualifying Xxxxxxxx, Xxxxxx & Finger, P.A. For the Units, the Shares and the Warrants under the securities laws avoidance of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10doubt, the Underwriters shall pay their own costs the fees, expenses and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees Transaction Parties agree, jointly and severally, to paypay all costs, or reimburse if paid by any Underwriter or by fees and expenses incurred in connection with the QIU, whether or not performance of its obligations hereunder and in connection with the transactions contemplated hereby are consummated or this Agreement is terminated: hereby, including without limitation (ai) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the UnitsSecurities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the Shares issuance and sale of the Securities to the Underwriters, (iii) all fees and expenses of the Transaction Parties’ counsel, Prologis’ and the Warrants Parent Guarantor’s independent public or certified public accountants and any taxes payable in that connection; (b) the costs incident other advisors to the registration of the Public UnitsTransaction Parties, the Public Shares (iv) all costs and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to expenses incurred in connection with the preparation, printing printing, filing, shipping and distribution of the Registration StatementStatement (including financial statements, exhibits, schedules, consents and certificates of experts), each Preliminary Issuer Free Writing Prospectus, the General Disclosure Package, Preliminary Prospectus and the Prospectus, any amendmentsand all amendments and supplements thereto, supplements and exhibits thereto this Agreement and the costs Indenture and the listing of printingthe Debt Securities on the NYSE, reproducing and distributing (v) all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other filing fees; (e) the , attorneys’ fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for incurred by any Transaction Party or the Underwriters not to exceed $15,000) incurred in connection with securing qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any required part of the Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Lead Managers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; Securities, (gvii) the cost fees and expenses of preparing the Trustee and printing stock certificates; the Paying Agent, including the reasonable fees and disbursements of counsel for the Trustee and the Paying Agent in connection with the Indenture and the Securities, (hviii) any fees payable in connection with the rating of the Securities by the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company’s registrar Transaction Parties in connection with approval of the Securities by Euroclear and transfer agentClearstream for “book-entry” transfer, trustee, warrant agent and escrow agent; and (ix) all other fees, costs and expenses incident referred to the offering in Item 14 of Part II of the Public Units or Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of the obligations of the Company under Transaction Parties hereunder for which provision is not otherwise made in this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise Section 4. Except as provided in this Section 5 and in Sections 4, Section 6, Section 9 and 10Section 10 hereof, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes . Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the resale proportion that the principal amount of any Public Units by them and Securities set forth opposite each Underwriter’s name in Schedule A bears to the expenses of advertising any offering aggregate principal amount of the Public Units made Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by themthe Settlement Lead Manager) as soon as practicable but in any case no later than 90 calendar days following the Closing Date.

Payment of Expenses. The Except as provided in Section 5(d) or as otherwise expressly provided in this Agreement, the Company agrees will pay all costs and expenses incident to paythe performance of the Company’s and the Guarantor’s obligations under this Agreement, or reimburse if paid by any Underwriter or by the QIUSecurities, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedGuarantees and the Indenture, including: (a) the costs incident to preparation, printing (or reproduction) and filing with the authorization, issuance, sale, preparation and delivery Commission of the UnitsRegistration Statement (including financial statements and exhibits thereto) and with the Reviewing Authority of the Canadian Final Prospectus, each Preliminary Prospectus, the Shares U.S. Final Prospectus and the Warrants each Issuer Free Writing Prospectus, and each amendment or supplement to any taxes payable in that connectionof them; (b) the costs incident to the registration printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the U.S. Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any amendmentsof them, supplements as may, in each case, be reasonably requested by the Representatives for use in connection with the offering and exhibits thereto and sale of the costs of Securities; (c) the preparation, printing, reproducing authentication, issuance and distributing all underwriting documents related to delivery of certificates for the Offering Securities, including any stamp or transfer taxes in connection with the original issuance and any closing documents by mail or other means sale of communicationsthe Securities; (d) any applicable listing registration or other feesqualification of the Securities and the Guarantees for offer and sale under the securities or blue sky laws of the several states designated by the Representatives pursuant to Section 5(g) hereof (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (e) the fees and expenses of qualifying the Units, the Shares Company’s accountants and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel (including local and special counsel) for the Underwriters not to exceed $15,000Company and the Guarantor; (f) incurred in connection with securing any required review fees charged by FINRA ratings agencies for the rating of the terms of the sale of the Public Units Securities and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided Guarantor of its obligations hereunder. It is understood, however, that, except to the extent otherwise as provided in this Section 5 6 and in Sections Section 8 and Section 9 and 10hereof, the Underwriters shall will pay all of their own costs and expenses, including the fees and expenses of their counsel, counsel and any transfer taxes on the resale of advertising expenses connected with any Public Units by them offers and the expenses of advertising any offering sales of the Public Units made Securities the Underwriters may make. If this Agreement is terminated by themthe Underwriters in accordance with the provisions of Section 7, Section 11(a)(i) or Section 12, the Company agrees to reimburse the Underwriters (except, in the case of a termination pursuant to Section 12, a defaulting Underwriter) for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ); (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to paypay all costs, or reimburse if paid by any Underwriter or by fees and expenses incurred in connection with the QIU, whether or not performance of its obligations hereunder and in connection with the transactions contemplated hereby are consummated or this Agreement is terminated: hereby, including without limitation (ai) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; Securities (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, including all printing and distribution of the Registration Statementengraving costs), each Preliminary Prospectus(ii) all necessary issue, the General Disclosure Package, the Prospectus, any amendments, supplements transfer and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred stamp taxes in connection with securing any required review by FINRA of the terms of the issuance and sale of the Public Units and making any filings with FINRA; Securities to the Underwriters, (g) the cost of preparing and printing stock certificates; (hiii) all fees and expenses of the Company’s registrar counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the preliminary prospectus and the Prospectus (including financial statements and exhibits), and all amendments and supplements thereto, all Issuer Free Writing Prospectuses, this Agreement, the Indenture and the Securities, (v) all filing fees, expenses and reasonable attorneys’ fees incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the blue sky laws as provided in Section 3(h) and, if requested by the Underwriters, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Securities by DTC for “book-entry” transfer agent, trustee, warrant agent and escrow agent; and (iix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company of its other obligations under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise Agreement. Except as provided in clause (v) of this Section 5 4, Section 6, Section 7 and in Sections 9 and 10Section 8 hereof, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , each Issuer and each of the Guarantors jointly and severally agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder (aincluding any goods and services, harmonized sales, sales, transfer, stamp, excise and other similar taxes payable in connection therewith), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connectionSecurities; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Issuers’ and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a “blue sky” memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any counsel and the Company’s independent accountantsto such parties); provided that, except (viii) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Issuers in connection with any “road show” presentation to the extent otherwise provided in this Section 5 potential investors; and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including (x) the fees and expenses of their counselincurred in connection with creating, any transfer taxes on documenting and perfecting the resale of any Public Units security interests in the Collateral as contemplated by them the Collateral Documents (including the reasonable related fees and the expenses of advertising any offering of counsel for the Public Units made by themInitial Purchasers for all periods prior to and after the Closing Date).

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs will pay all expenses incident to the authorizationperformance of its obligations under this Agreement, issuanceincluding, salebut not limited to, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and delivery printing of the Unitsmemoranda relating thereto, the Shares (B) costs and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents expenses related to the Offering and any closing documents review by mail or other means the Financial Industry Regulatory Authority (“FINRA”) of communications; the Offered Securities (d) any applicable listing or other fees; (e) the including filing fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) incurred costs and expenses relating to investor presentations or any “road show” in connection with securing any required review by FINRA of the terms of the offering and sale of the Public Units Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and making employees, and (2) any filings with FINRA; other expenses of the Company, (gD) the cost fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of preparing the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing stock certificates; and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (hH) all the fees and expenses of the Company’s registrar accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) all fees for clearance, settlement and book-entry transfer agentof the Offered Securities through The Depository Trust Company, trustee, warrant agent and escrow agent; and (iJ) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company Each of the Partnership Parties agrees to paypay all costs, or reimburse if paid by any Underwriter or by fees and expenses incurred in connection with the QIU, whether or not performance of its obligations hereunder and in connection with the transactions contemplated hereby are consummated or this Agreement is terminated: hereby, including, without limitation, (a) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the UnitsSecurities (including all printing and engraving costs), the Shares and the Warrants and any taxes payable in that connection; (b) all necessary issue, transfer and other stamp taxes in connection with the costs incident issuance and sale of the Securities to the registration of the Public UnitsInitial Purchasers, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) all fees and expenses counsel to the Partnership Parties, independent public or certified public accountants and other advisors, (d) all costs incident to and expenses incurred in connection with the preparation, printing printing, filing, shipping and distribution (including any form of electronic distribution) of the Registration Statement, each Preliminary Prospectus, the General Pricing Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto Package and the costs of printingFinal Offering Memorandum (including financial statements and exhibits), reproducing and distributing all underwriting documents related to amendments and supplements thereto, and the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; Transaction Documents, (e) the all filing fees, attorneys’ fees and expenses incurred by the Partnership Parties or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of qualifying the Units, the Shares Securities for offer and the Warrants sale under the securities laws of the several states of the United States or other jurisdictions as provided in Section 4(h) ; designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum, (f) the fees and expenses (of the Trustee, including related the fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred Trustee in connection with securing any required review by FINRA of the terms of Indenture, the sale of Securities and the Public Units and making any filings with FINRA; Exchange Securities, (g) any fees payable in connection with the cost rating of preparing and printing stock certificates; the Securities or the Exchange Securities with the ratings agencies, (h) all fees and expenses (including reasonable fees and expenses of counsel) of the Company’s registrar Partnership Parties in connection with approval of the Securities by the Depositary for “book-entry” transfer, and transfer agent, trustee, warrant agent and escrow agent; the performance by the Partnership Parties of their respective other obligations under this Agreement and (i) all other costs and of its expenses incident to the “road show” for the offering of the Public Units or the performance Securities, including one half of the obligations cost of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise any chartered airplane or other transportation. Except as provided in this Section 5 4 and in Sections 6, 8 and 9 and 10hereof, the Underwriters Initial Purchasers shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Certificates and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the ProspectusTime of Sale Information, any amendmentsIssuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to this Agreement and each of the Offering and any closing documents by mail or other means of communicationsBasic Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying counsel for the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Underwriters; (fv) the fees and expenses of the Depositor's counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvii) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesCertificates; (hviii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee, the Master Servicer, the Special Servicer and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, Paying Agent (including the related fees and expenses of their counselany counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the National Association of Securities Dealers, Inc.; (x) all expenses incurred in connection with any transfer taxes on "road show" presentation to potential purchasers of Offered Certificates; and (xi) the resale of any Public Units by them costs and the expenses of advertising any offering the Depositor in connection with the purchase of the Public Units made by themMortgage Loans.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Certificates and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the ProspectusTime of Sale Information, any amendmentsIssuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to this Agreement and each of the Offering and any closing documents by mail or other means of communicationsBasic Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying counsel for the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Underwriters; (fv) the fees and expenses of the Depositor's counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvii) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesCertificates; (hviii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee, the Master Servicers, the Special Servicer and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, Paying Agent (including the related fees and expenses of their counselany counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the National Association of Securities Dealers, Inc.; (x) all expenses incurred in connection with any transfer taxes on "road show" presentation to potential purchasers of Offered Certificates; and (xi) the resale of any Public Units by them costs and the expenses of advertising any offering the Depositor in connection with the purchase of the Public Units made by themMortgage Loans.

Payment of Expenses. The Company hereby agrees to paypay on each of the Closing Date and any settlement date pursuant Section 3 of this Agreement, or reimburse if any, to the extent not paid by any Underwriter or by the QIUat such date, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs all expenses incident to the authorization, issuance, sale, preparation and delivery performance of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration obligations of the Public UnitsCompany under this Agreement, the Public Shares and the Public Warrants including, but not limited to: (and the shares of Common Stock underlying themi) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) filing fees (including filing fees for the registration of the issuance of the Securities under the Securities Act), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (iv) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any amendmentsstamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, supplements and exhibits thereto all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (vi) the registration of the Securities under the Exchange Act and the costs listing of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communicationsSecurities on the NYSE; (dvii) any applicable listing or other transfer agent, warrant agent and registrar fees; (eviii) the fees printing and expenses delivery of qualifying a preliminary blue sky memorandum, any registration or qualification of the Units, the Shares Securities for offer and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; U.S. states (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (ix) any filings required to be made with FINRA (including filing fees); (x) the transportation and other expenses incurred by the Company and its officers (and not to exceed $15,000the Underwriters) incurred in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gxi) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agentthe fees and expenses of counsel (including local and special counsel) for the Company; (xii) the fees and expenses of counsel (including local and special counsel) for the Underwriters; (xiii) all fees, trusteeexpenses and disbursements relating to background checks of the Company’s directors, warrant agent director nominees and escrow agentexecutive officers; and (ixiv) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including of its obligations hereunder, provided, that the fees Company will only be responsible for the fees, costs and expenses specified in clauses (xii), (xiii) and (xiv) of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and 5(i) in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses an amount of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themup to $50,000.

Payment of Expenses. The Company agrees shall be responsible for and shall pay all expenses relating to paythe Offering, or reimburse if paid by any Underwriter or by the QIUincluding, whether or but not the transactions contemplated hereby are consummated or this Agreement is terminatedlimited to: (ai) the costs incident to the authorizationall filing, issuance, salecommunication, preparation and delivery of the Units, the Shares printing fees and the Warrants and any taxes payable in that connection; (b) the costs incident communication expenses relating to the registration of the Public UnitsSecurities and the filing of the offering materials with FINRA; (ii) all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Public Shares Company; (iii) translation costs for due diligence purpose; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the ‘blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the Public Warrants (reasonable fees and the shares disbursements of Common Stock underlying them) under the Securities Act and the Exchange ActRepresentative’s counsel); (cv) the costs incident to the preparation, of all mailing and printing and distribution of the Registration Statementplacement documents, each Preliminary Prospectusregistration statements, the General Disclosure Package, the Prospectus, any prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of printingpreparing, reproducing printing and distributing all underwriting documents related to delivering certificates representing the Offering Securities, if any, and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Companytransfer agent for such Securities; (vii) the reasonable costs for road show meetings, including the costs of informational meetings at the offices of the Representative; and (viii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities; provided, however, the Company’s independent accountantsobligation to reimburse such costs and expenses shall not exceed $150,000 in aggregate. In addition, the Company has also agreed to reimburse the Underwriters up to $8,000 for the costs associated with “tombstone” or “Lucite” advertisements. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has paid an expense deposit of $35,000 to the Representative, within three days of the execution of the letter of intent between the Company and the Representative (as amended, the “Letter of Intent”); provided that, except and an additional $35,000 upon receipt of the SEC’s first comments, for the Representative’s anticipated out-of-pocket expenses. Any expense deposits will be returned to the Company to the extent otherwise provided the Representative’s out-of-pocket accountable expenses are not actually incurred in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themaccordance with FINRA Rule 5110(f)(2)(C).

Payment of Expenses. The Company agrees will pay or cause to pay, or reimburse if be paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing: (ai) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the UnitsSecurities, the Shares including any transfer taxes and stamp or similar duties, and the Warrants fees, disbursements and any taxes payable expenses of the Company’s counsel and accountants in that connection; (b) the costs incident to connection with the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Securities under the Securities Act and the Exchange Act; (c) the costs incident to all other expenses in connection with the preparation, printing and distribution filing of the Registration Statement, each Preliminary Prospectusany Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, the General Disclosure Package, the Prospectusthis Agreement, any amendmentsBlue Sky Memoranda, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting closing documents related to the Offering (including any compilations thereof) and any closing other documents by mail or other means in connection with the offering, purchase, sale and delivery of communicationsthe Securities; (diii) any applicable listing or other fees; (e) all expenses in connection with the fees qualification of the Securities for offering and expenses of qualifying the Units, the Shares and the Warrants sale under the state securities laws of the several jurisdictions as provided in Section 4(h5(e) ; (f) hereof, including the reasonable fees and expenses (including related fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gvi) the cost costs of preparing preparation, issuance and printing stock certificatesdelivery of the Securities; (hvii) all the fees and expenses of the Company’s registrar Trustee and transfer agent, trustee, warrant agent any of its agents; (viii) the fees and escrow agentdisbursements of counsel for the Trustee; and (iix) all other costs and expenses incident to the offering of the Public Units or the performance of its obligations hereunder and under the obligations of the Company under Indenture which are not otherwise specifically provided for in this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided Section. It is understood, however, that, except to the extent otherwise as provided in this Section 5 and in Sections 9 8 and 1010 hereof, the Underwriters shall will pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made Securities by them, and any advertising expenses connected with any offers they may make.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Public Units and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Pricing Disclosure Package and the General Disclosure PackageProspectus (including all exhibits, amendments and supplements thereto) and the Prospectus, any amendments, supplements and exhibits thereto and distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (div) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including (v) the fees and expenses incurred in connection with the registration or qualification and determination of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering eligibility for investment of the Public Units under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the Offering by, FINRA; and (ix) all expenses and application fees related to the listing of the Public Units on the Exchange. The Company also agrees to reimburse the Representative for all accountable out-of-pocket costs and expenses (including but not limited to, travel, due diligence expenses, fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) reasonably incurred by the Representative in connection with this Agreement and the Offering. All reimbursable expenses of the Company in this paragraph shall not exceed $100,000,inclusive of amounts previously paid. The Company made by theman 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).

Payment of Expenses. The Company Issuer agrees to payreimburse the Initial Purchasers upon request for all fees, or reimburse stamp duty (if paid by any Underwriter or by any), expenses and other costs reasonably and properly incurred in connection with the QIUOffering, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorizationincluding, issuancewithout limitation, saletelecommunications, preparation postage, document production and delivery of the Unitsother pre-agreed out-of-pocket expenses; provided that except as otherwise provided for in Section 13 hereof, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the UnitsInitial Purchasers’ legal advisors shall not be reimbursed by the Issuer. The Issuer must pay for its own fees, expenses and other costs incurred in connection with the Shares Offering (or reimburse any Initial Purchaser to the extent that such Initial Purchaser incurs such costs on the Issuer’s behalf) including, without limitation, (i) its own legal, accounting and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; auditors’ fees and expenses, (fii) the fees and expenses (including related legal fees) of the Trustee, rating agencies, the paying agent(s), the listing agent and all other agents involved in the Offering, (iii) all listing fees and expenses of counsel for other listing costs payable to the Underwriters not to exceed $15,000) incurred relevant stock exchange and/or any other relevant competent authority in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; listing, (giv) the cost of preparing roadshows and any other presentations to investors prepared in connection with the Offering, printing stock certificates; (h) all fees and expenses distribution of the Company’s registrar Offering Memorandum and transfer agentany other marketing materials for the Notes other than the Initial Purchasers’ travel expenses (and each Initial Purchaser shall be responsible for its own travel expenses), trustee(v) the cost of printing, warrant agent authenticating and escrow agent; distributing any Notes in definitive form, and (vi) the cost of publishing any notices. Unless set out otherwise in this Agreement, all payments under this Agreement must be made: (i) all other costs and expenses incident to on the offering due date in accordance with the payment instructions of the Public Units Initial Purchasers or the performance within 30 days of the obligations of invoice (as the Company under this Agreement case may be), (including ii) together with any applicable VAT, sales and any similar taxes which will be invoiced to or otherwise payable by the fees Issuer, and expenses of the Company’s counsel and the Company’s independent accountants); provided that(iii) in full without set-off, except to the extent otherwise provided condition, restriction, counterclaim, deduction or withholding, unless required by law. If any deduction or withholding is required by any applicable law in this Section 5 and in Sections 9 and 10connection with any such payment, the Underwriters shall pay their own costs and expenses, including Issuer will increase the fees and expenses amount paid so that the full amount of their counsel, any transfer taxes on such payment is received by the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themInitial Purchasers as if no such deduction or withholding had been made.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, any amendments, supplements and exhibits thereto and the costs of printing, reproducing authentication, issuance and distributing all underwriting documents related to delivery of certificates for the Offering Securities, including any stamp or transfer taxes in connection with the original issuance and any closing documents by mail or other means sale of communicationsthe Securities; (div) any applicable listing registration or other fees; (e) qualification of the fees Securities for offer and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; states and nations (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters not solely relating to exceed $15,000such registration and qualification); (v) the registration of the Securities under the Exchange Act; (vi) any filings required to be made with FINRA (including filing fees and the reasonable fees expenses of counsel for the Underwriters solely relating to such filings); (vii) the listing fee of the American Stock Exchange, (viii) the transportation and other expenses incurred by the Company and its officers and directors in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gix) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement of its obligations hereunder; it being expressly understood that, other than pursuant to charges (including iv) and (v) above, the Underwriter shall be solely responsible for the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees will pay or cause to pay, or reimburse if be paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing: (ai) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the UnitsSecurities, the Shares including any transfer taxes and stamp or similar duties, and the Warrants fees, disbursements and any taxes payable expenses of the Company’s counsel and accountants in that connection; (b) the costs incident to connection with the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Securities under the Securities Act and the Exchange Act; (c) the costs incident to all other expenses in connection with the preparation, printing and distribution filing of the Registration Statement, each Preliminary Prospectusany Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, the General Disclosure Package, the Prospectusthis Agreement, any amendmentsBlue Sky Memoranda, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting closing documents related to the Offering (including any compilations thereof) and any closing other documents by mail or other means in connection with the offering, purchase, sale and delivery of communicationsthe Securities; (diii) any applicable listing or other fees; (e) all expenses in connection with the fees qualification of the Securities for offering and expenses of qualifying the Units, the Shares and the Warrants sale under the state securities laws of the several jurisdictions as provided in Section 4(h5(e) ; (f) hereof, including the reasonable fees and expenses (including related fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gvi) the cost of preparing and printing stock certificatesthe Securities; (hvii) all the fees and expenses of the Company’s registrar Trustee and transfer agentany of its agents, trustee, warrant agent and escrow agentthe fees and disbursements of counsel for the Trustee; and (iviii) all other costs and expenses incident to the offering of the Public Units or the performance of its obligations hereunder and under the obligations of the Company under Indentures which are not otherwise specifically provided for in this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided Section. It is understood, however, that, except to the extent otherwise as provided in this Section 5 Section, and in Sections 9 8 and 1010 hereof, the Underwriters shall will pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made Securities by them, and any advertising expenses connected with any offers they may make.

Payment of Expenses. (a) The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIUUnderwriter, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Securities under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each the ADS Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, Package and the Prospectus, any amendments, supplements and exhibits thereto or any documents incorporated by reference therein and the costs of printing, reproducing and distributing all underwriting documents related to this Agreement, the Offering Deposit Agreement and any closing documents by mail mail, telex or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000Underwriters) (i) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units Securities and making any filings made with FINRAFINRA relating to the offering of the Securities and (ii) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(n) and of preparing, printing and distributing wrappers, Blue Sky memoranda and legal investment surveys up to a maximum of $15,000 in the aggregate, plus VAT and disbursements for the fees and expenses described in clauses (i) and (ii); (ge) any applicable listing or other fees, including, for the avoidance of doubt, the listing of the Offered Shares and the Ordinary Shares underlying the Offered ADSs on Euronext; (f) the cost of preparing and printing stock certificates; (hg) all fees and expenses of the Company’s registrar and registrar, transfer agent, trusteeagent for service of process and/or depositary of the Securities; (h) the costs and expenses (including, warrant agent without limitation, any damages or other amounts payable in connection with the legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in Section 2(b); (i) the costs and escrow agentexpenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants; provided, that the Company shall be responsible for 50% of the cost of any aircraft chartered in connection with the road show and the underwriters shall be responsible for the balance; and (ij) all other costs and expenses of the Company incident to the offering of the Public Units Securities or the performance of the obligations of the Company under this Agreement and the Deposit Agreement (including including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided provided, however, that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counselcounsel not contemplated herein, any transfer taxes on the resale of any Public Units Securities by them and the expenses of advertising any offering of the Public Units Securities made by themthe Underwriters.

Payment of Expenses. The Company agrees will pay and bear all costs and expenses incident to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or performance of its obligations under this Agreement is terminated: and any applicable Terms Agreement, including (a) the costs incident printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the ADS Registration Statement, the Disclosure Package, and the cost of furnishing copies thereof to the authorizationUnderwriters, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration printing and distribution of the Public Unitsthis Agreement (including any applicable Terms Agreement), the Public Shares Deposit Agreement, the Designated Indenture, the Offered Securities, the ADSs and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; ADRs, (c) the costs incident delivery of the Offered Debt Securities and/or ADSs to the preparationUnderwriters and/or the Offered Shares to the Depositary, printing and distribution including any stock transfer taxes payable upon the delivery of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related Offered Shares to the Offering and any closing documents by mail or other means Depositary and/or the sale of communications; the Debt Securities and/or the ADSs to the Underwriters, (d) any applicable listing or other fees; the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Offered Securities under the applicable securities laws in accordance with Section 4(c) and any filing for review of the offering with the Financial Industry Regulatory Authority, (f) the costs and charges of the Depositary and any transfer agent, paying agent, calculation agent or registrar, (g) the fees of rating agencies, (h) the fees and expenses of qualifying the UnitsTrustee, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) including the fees and expenses (including related fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred Trustee, in connection with securing any required review by FINRA of the terms of Designated Indenture and the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agentOffered Debt Securities, trustee, warrant agent and escrow agent; and (i) all expenses and listing fees in connection with the listing of the Offered Securities on the listing exchange as specified in the applicable Final Term Sheet, (j) all expenses and taxes for which the Company may at any time be liable, including, without limitation, any stamp duty, capital, withholding, transfer or other costs and expenses tax, incident to the offering issue and delivery of the Public Units Offered Shares to the Depositary or the performance of the obligations Debt Securities and/or the ADSs to the Underwriters and the sale and delivery of the Company under this Agreement (including Debt Securities and/or the fees and expenses of ADSs evidenced by ADRs by the Company’s counsel and the Company’s independent accountants); provided that, except Underwriters to the extent otherwise initial purchasers thereof (provided in this Section 5 that such sale and in Sections 9 and 10, delivery by the Underwriters shall pay their own costs takes place outside the United Kingdom), and (k) up to the amount agreed by the Company as reimbursement for the out-of-pocket expenses, including the fees and expenses disbursements of their counselcounsel for the Underwriters, any transfer taxes on incurred by the resale of any Public Units by them and Underwriters in connection with the expenses of advertising any offering transactions contemplated hereby, payable to you, for the account of the Public Units made Underwriters. If a Terms Agreement is terminated by themyou in accordance with the provisions of Section 8, 13(a)(i) or 15, the Company shall reimburse the Underwriters for all their out-of-pocket expenses, including the fees and disbursements of counsel for the Underwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by and the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs Guarantor will pay all expenses incident to the authorization, issuance, sale, preparation and delivery performance of the Units, the Shares its obligations under this Agreement and the Warrants and any taxes payable in that connection; Indenture, including but not limited to (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (ei) the fees and expenses of qualifying the UnitsTrustee and its professional advisors, the Shares (ii) any filing fees and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the reasonable attorney’s fees and expenses incurred by the Company or the Guarantor or the Underwriters in connection with qualifying or registering (including related or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (iii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters Underwriters, in an amount not to exceed $15,00020,000, in connection with, the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (iv) incurred fees and expenses in connection with securing any required review by FINRA the registration of the terms Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (vi) any fees charged by investment rating agencies for the rating of the sale Offered Securities, and (vii) all other fees, costs and expenses referred to in Item 14 of Part II of the Public Units Registration Statement. The Company and making any filings with FINRA; the Guarantor will also pay or reimburse the Underwriters (gto the extent incurred by them) the cost of preparing and printing stock certificates; (h) all fees for costs and expenses of the Company’s registrar officers and transfer agent, trustee, warrant agent employees and escrow agent; and (i) all any other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including and the fees Guarantor relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s counsel and the CompanyGuarantor’s independent accountants); provided thatofficers and employees, except to provided, however, that the extent otherwise Underwriters will pay 50% of the costs and expenses of any chartered flight. Except as provided in this Section 5 and in Sections 9 and 10Agreement, the Underwriters shall pay all of their own costs and expenses, including the fees and expenses disbursement of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) the printing and delivery of a preliminary blue sky memorandum, any amendments, supplements registration or qualification of the Securities for offer and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; U.S. States and any filings required to be made with FINRA (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters relating to such memorandum, registration and qualification in an aggregate amount of up to $25,000); (vii) the transportation and other expenses incurred by the Company and its executive officers (and not to exceed $15,000the Underwriters) incurred in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gviii) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (iix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Certificates and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the ProspectusTime of Sale Information, any amendmentsIssuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to this Agreement and each of the Offering and any closing documents by mail or other means of communicationsBasic Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying counsel for the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Underwriters; (fv) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvii) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesCertificates; (hviii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, Senior Trust Advisor (including the related fees and expenses of their counsel, any transfer taxes on counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the resale Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of any Public Units by them Offered Certificates; and (xi) the costs and expenses of advertising any offering the Depositor in connection with the purchase of the Public Units made by themMortgage Loans.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company and the Guarantor, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation execution, issue, authentication, packaging and initial delivery of the Units, the Shares and the Warrants Securities and any taxes payable by them in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsPricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communicationsUnderwriting Agreement; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Company’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Guarantor’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification of the Securities under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of Blue Sky memoranda related thereto (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA and the Company’s independent accountants)approval of the Securities for book-entry transfer by DTC; provided thatand (ix) all expenses incurred by the Company and the Guarantor in connection with any investor presentation and any road show presentation to potential investors, provided, however, that except to the extent otherwise as provided in this Section 5 and in Sections 9 and 1011, the Underwriters shall pay their own costs and expenses, including without limitation the fees and expenses disbursements of their counsel, counsel and any transfer taxes on the resale of advertising expenses (other than with respect to any Public Units by them and the expenses of advertising investor presentation or any offering of the Public Units made by themroad show presentation) connected with any offers they make.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any amendmentsstamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, supplements and exhibits thereto all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the costs listing of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communicationsSecurities on Nasdaq; (dvi) any applicable listing registration or other fees; (e) qualification of the fees Securities for offer and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; U.S. States (f) the including filing fees and expenses (including related the reasonable fees and expenses of counsel for the Underwriters not relating to exceed such registration and qualification); (vii) any filings required to be made with FINRA (including reasonable and documented FINRA-related fees and expenses of the Underwriters’ legal counsel up to $15,00025,000); (viii) the transportation and other expenses incurred by or on behalf of Company and its officers in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gix) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company agrees to paypay all costs, or reimburse if paid by any Underwriter or fees, and expenses incurred by the QIU, whether or not Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby are consummated or this Agreement is terminatedhereby, including, without limitation: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident filing fees relating to the registration of the Public Units, Securities to be sold in the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange ActOffering; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (dii) any applicable listing or other fees; (e) filing fees associated with the fees and expenses review of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review an Offering by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (hiii) all fees and expenses relating to the listing of the Securities on the Trading Market; (iv) all fees, expenses, and disbursements relating to the registration, qualification, or exemption of the Securities under the securities or “blue sky” laws of such states of the United States of America as the Company and the Placement Agent shall together determine; (v) the costs of all mailing and printing of the offering documents, including, without limitation, any underwriting or placement agent agreement, any agreement among underwriters, any selected dealers’ agreement, any underwriter’s questionnaire, custody agreement, and power of attorney relating to any selling stockholders, any registration statement, prospectus, prospectus supplement, private placement memorandum, or similar information document, and all amendments, supplements, and exhibits thereto, all in as many copies as the Placement Agent may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities; (vii) the costs for “tombstones” and/or other commemorative items; (viii) fees and expenses of accountants, auditors, and the Company’s registrar legal counsel; (ix) fees and expenses, if any, of the transfer agentagent for the Securities and of any escrow agent appointed to hold investor’s funds in connection with the Offering; (x) stock transfer and/or stamp taxes, trusteeif any, warrant agent and escrow agentpayable upon the transfer of the Securities from the Company to the Placement Agent or the purchasers thereof; and (ixi) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees travel and expenses accommodation of the Company’s counsel and the CompanyPlacement Agent’s independent accountants)employees on the “roadshow,” if any,; provided thatand (xi) all other fees, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10costs, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering referred to in Part II of the Public Units made by themRegistration Statement.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any counsel and the Company’s independent accountantsto such parties); provided that(viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) the fees and expenses incurred with respect to creating, except documenting and perfecting the security interests in the Collateral as contemplated by the Collateral Documents (including the related fees and expenses of counsel to the extent otherwise Initial Purchasers for all periods prior to and after the Closing Date); and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. Except as provided in Section 8 and this Section 5 and in Sections 9 and 1012, the Underwriters Initial Purchasers shall pay all of their own costs and expensesexpenses in connection with the transactions contemplated hereby, including including, without limitation, the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuer and each Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder (aexcluding, for the avoidance of doubt, the fees and expenses of counsel to the Underwriters), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the UnitsNotes (excluding any recoverable value added tax) as contemplated by this Agreement, the Shares and the Warrants and any transfer taxes payable in that connectionconnection therewith; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Issuer’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) each Guarantor’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000Underwriters); (vi) incurred in connection with securing any required review fees charged by FINRA rating agencies for rating the Notes, if any; (vii) the preparation of the terms of the sale of the Public Units Indenture and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar Trustee (including related fees and transfer agent, trustee, warrant agent and escrow agentexpenses of any counsel to the Trustee); and (iviii) all other costs expenses and expenses incident to application fees incurred in connection with any filing with, and clearance of the offering of the Public Units or Notes by, the performance Financial Industry Regulatory Authority, and the approval of the obligations Notes for book-entry transfer by [DTC] [Euroclear Bank SA/NV and Clearstream Banking, S.A.]; (ix) all expenses incurred by the Issuer and the Underwriters in connection with any “road show” presentation to potential investors (in respect of expenses so incurred by the Company under this Agreement Underwriters, the total amount payable by the Issuer and the Guarantors shall not exceed $[10,000]); and (including the x) any fees and expenses incurred in connection with the listing of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, Notes on any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themsecurities exchange.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Company’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Guarantors’ counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel to such parties and all fees and expenses incurred by the Company’s independent accountantsCompany or the Guarantors in connection with the approval of the Securities for “book-entry” transfer by DTC); provided that(viii) all expenses and application fees incurred in connection with any filing with, except and clearance of the offering by, the Financial Industry Regulatory Authority, Inc.; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to the extent otherwise potential investors. Except as provided in this Section 5 11 and in Sections 9 and 10Section 7, the Underwriters shall pay be responsible for paying their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees Depositor shall pay all expenses (including legal fees and disbursements) incident to pay, or reimburse if paid the transactions contemplated by any Underwriter or by the QIUthis Agreement, whether or not the transactions contemplated hereby herein are consummated or this Agreement is terminatedterminated pursuant to Section 9 hereof, including: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration StatementInitial Free Writing Prospectus and any other Time of Sale Information, each Preliminary Prospectuspreliminary prospectus, all computational materials, if any, and the General Disclosure Package, the Prospectus, any amendments, supplements Prospectus and exhibits each amendment or supplement thereto and the costs delivery of printing, reproducing and distributing all underwriting documents related copies thereof to the Offering Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Notes to the Underwriters (or any closing documents by mail or other means of communications; appointed clearing organizations), (d) any applicable listing or other fees; the fees and disbursements of BMW Financial Services’, the Depositor’s and the UTI Beneficiary’s counsel and accountants, (e) the qualification of the Notes under state securities laws in accordance with Section 5(d) hereof including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of any blue sky survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the amounts set forth in 7(i), (k) the fees and disbursements of the Vehicle Trustee and its counsel, if any, and (l) the fees and expenses of qualifying Xxxxxxxx, Xxxxxx & Finger, P.A. For the Units, the Shares and the Warrants under the securities laws avoidance of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10doubt, the Underwriters shall pay their own costs the fees, expenses and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) background checks, by a background search firm acceptable to the Underwriters for the Company’s senior management, board of directors and advisory board; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (vi) the registration of the Securities under the Exchange Act and the listing of the Securities on Nasdaq; (vii) the printing and delivery of a preliminary blue sky memorandum, any amendments, supplements registration or qualification of the Securities for offer and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; U.S. states (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters not relating to exceed $15,000such registration and qualification); (viii) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings required to be made with FINRA; (gix) the cost transportation and other expenses incurred by the Company and its officers (and not the Underwriters) in connection with presentations to prospective purchasers of preparing the Securities and printing stock certificatesthe net roadshow; (hx) all the fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (ixi) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement of its obligations hereunder; and (including xii) expenses and fees reasonably incurred by the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expensesUnderwriters, including reasonable attorneys’ fees, and transfer and warrant agent and registrar fees, subject to a maximum amount of $100,000 if the fees Offering closes and expenses of their counsel, any transfer taxes on $25,000 if the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themOffering does not close.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments or supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Company's and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Guarantors’ counsel and independent accountants; (fv) the fees and expenses of the Underwriters’ counsel; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvii) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hviii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, any paying agent (including the related fees and expenses of their counselany counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with, any transfer taxes on and clearance of the resale of any Public Units by them offering by, the Financial Industry Regulatory Authority, and the expenses of advertising any offering approval of the Public Units made Securities for book-entry transfer by themDTC; (x) all travel and accommodation expenses incurred by the Company and the Guarantors and car-hire expenses; and (xi) all expenses incurred by the Company and the Guarantors in connection with any “road show” presentation to potential investors (including, without limitation, expenses incurred in connection with the services of Netroadshow or any other electronic “road show” provider).

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any transfer or other taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (div) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); provided that(vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Depositary in connection with the deposit of the Preferred Shares and the offering of the Securities; (viii) all expenses and application fees incurred in connection with any filing with, except and clearance of the offering by, FINRA and the approval of the Securities for book-entry transfer by DTC; (ix) the costs of registration of the Securities under the Exchange Act and the listing of the Securities on the NYSE; and (x) all expenses incurred by the Company in connection with any “road show” presentation to the extent otherwise potential investors. Except as provided in this Section 5 the preceding sentence and in Sections 9 7 and 1011(b), the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees and the Guarantors will pay all expenses incidental to paythe performance of their respective obligations under this Agreement, or reimburse if paid by any Underwriter or by the QIUIndenture and the Registration Rights Agreement, whether or including but not the transactions contemplated hereby are consummated or this Agreement is terminated: limited to (ai) the costs incident to fees and expenses of the authorizationTrustee and its professional advisers; (ii) all expenses, issuanceincluding transfer taxes and stamp or similar duties, saleif any, preparation in connection with the execution, issue, authentication, packaging and initial delivery of the UnitsOffered Securities and, as applicable, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public UnitsExchange Securities, the Public Shares preparation and the Public Warrants (and the shares printing of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparationthis Agreement, printing and distribution of the Registration StatementRights Agreement, each the Offered Securities, the Indenture, the Preliminary ProspectusOffering Circular, any other documents comprising any part of the General Disclosure Package, the ProspectusFinal Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related other document relating to the Offering issuance, offer, sale and any closing documents by mail or other means delivery of communicationsthe Notes and as applicable, the Exchange Securities; (diii) the cost of any advertising approved by the Company in connection with the issue of the Notes; (iv) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related reasonable fees and expenses disbursements of counsel for to the Underwriters not to exceed $15,000Purchasers) incurred in connection with securing any required review by FINRA qualification of the terms Offered Securities or the Exchange Securities for offer and sale under the blue sky laws or the laws of such jurisdictions in the United States and Canada as the Representatives reasonably designate in writing and the preparation and printing of memoranda relating thereto; (v) any fees charged by investment rating agencies for the rating of the sale Offered Securities or the Exchange Securities; (vi) costs and expenses incurred in distributing the Preliminary Offering Circular, any other documents comprising any part of the Public Units General Disclosure Package, the Final Offering Circular (including any amendments and making supplements thereto) and any filings with FINRASupplemental Marketing Material to the Purchasers; (gvii) the cost of preparing expenses incurred for preparing, printing and printing stock certificates; distributing any Issuer Free Writing Communication to investors or prospective investors and (hviii) all fees costs and expenses of the Company’s registrar officers and transfer agent, trustee, warrant agent employees and escrow agent; and (i) all any other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including and the fees Guarantors relating to investor presentations on any “road show” in connection with the offering and sale of the Notes including, without limitation, any travel expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to Guarantors’ officers and employees and any other expenses of the extent otherwise provided in this Section 5 Company and in Sections 9 and 10, the Underwriters Guarantors. The Purchasers shall pay all of their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themexcept as provided in this Agreement.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs will pay all expenses incident to the authorizationperformance of its obligations under this Agreement, issuanceincluding, salebut not limited to, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and delivery printing of the Unitsmemoranda relating thereto, the Shares (B) costs and the Warrants and any taxes payable in that connection; expenses (bif any) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents review by mail or other means the Financial Industry Regulatory Authority (“FINRA”) of communications; the Offered Securities (d) any applicable listing or other fees; (e) the including filing fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) incurred costs and expenses relating to investor presentations or any “road show” in connection with securing any required review by FINRA of the terms of the offering and sale of the Public Units Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and making employees, and (2) any filings with FINRA; other expenses of the Company, (gD) the cost fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of preparing the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing stock certificates; and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (hH) all the fees and expenses of the Company’s registrar accountants and the fees and expenses of counsel (including local and special counsel) for the Company, (I) the fees and expenses of counsel for the Underwriters, up to $100,000, (J) all fees for clearance, settlement and book-entry transfer agentof the Offered Securities through DTC, trustee, warrant agent and escrow agent; and (iK) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company agrees shall be responsible for and shall pay all expenses relating to paythe Offering, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedincluding: (ai) the costs incident to the authorization, issuance, sale, preparation all filing fees and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident communication expenses relating to the registration of the Public UnitsSecurities (including, for the avoidance of doubt, the Public Selling Shareholder Firm Shares) with the Commission and the filing of the offering materials with FINRA and the listing of the Firm Shares and the Public Warrants Option Shares on the Exchange; (ii) all reasonable travel and lodging expenses incurred by the shares Representative or its counsel in connection with visits to, and examinations of, the Company; (iii) translation costs for due diligence purposes; (iv) all fees, expenses and disbursements relating to the registration or qualification of Common Stock underlying themthe Securities (including, for the avoidance of doubt, the Selling Shareholder Firm Shares) under the Securities Act ‘blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the Exchange Act; reasonable fees and disbursements of Representative’s counsel); (cv) the costs incident to the preparation, of all mailing and printing and distribution of the Registration Statementplacement documents, each Preliminary Prospectusagreement among underwriters, the General Disclosure Packageselected dealers’ agreements, the Prospectusregistration statements, any prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of printingpreparing, reproducing printing and distributing all underwriting documents related to delivering certificates representing the Offering Securities, if any, and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Unitstransfer agent for such Securities; (vii) the reasonable cost of road show meetings and preparation of a power point presentation; (viii) all reasonable fees, the Shares expenses and the Warrants under the securities laws disbursements relating to background checks of the several jurisdictions as provided in Section 4(h) Company’s officers and directors; (fix) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees costs and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agentpublic relations firm; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s accountants, legal counsel and other agents and representatives; (xi) share transfer taxes, if any, payable upon the transfer of the Securities from the Company and the Selling Shareholder to the Underwriters; and (xii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities, which shall be payable on the First Closing Date. Notwithstanding anything contained herein to the contrary, the Company’s independent accountantsobligation to pay accountable expenses of the Representative as set forth under items (ii), (iii), (vii) (with respect to the travel and lodging expenses of the Representative and its counsel for road show meetings only), and (xii) shall not exceed $183,000, including the costs associated with “tombstone or lucite” advertisements (up to $8,000). In addition, on each Closing Date, the Company shall pay to the Representative a non-accountable expense allowance in an amount equal to 0.6% of the aggregate gross proceeds (including gross proceeds from the Selling Shareholder Firm Shares) at such Closing. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an advance of $75,000 to the Representative for the Representative’s anticipated out-of-pocket expenses, which shall be considered as payment of accountable expenses to the Representative as set forth under this Section; provided that, except such expense advance will be returned to the Company to the extent otherwise provided the Representative’s out-of-pocket accountable expenses are not actually incurred in this Section 5 accordance with FINRA Rule 5110(g)(4)(A). The Selling Shareholder covenants and in Sections 9 agrees with the several Underwriters that the Selling Shareholder will pay or cause to be paid all costs and 10, expenses incident to the performance of the Selling Shareholder’s obligations with respect to (i) all taxes incident to the sale and delivery of the Selling Shareholder Firm Shares to be sold by the Selling Shareholder to the Underwriters shall pay their own hereunder, and the Selling Shareholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and expensesfor any portion of such tax payment not rebated, including the and (ii) any fees and expenses of their counsel, any transfer taxes on advisors or counsel for the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themSelling Shareholder.

Payment of Expenses. The Company Each of the Partnership Parties agrees to paypay all costs, or reimburse if paid by any Underwriter or by fees and expenses incurred in connection with the QIU, whether or not performance of its obligations hereunder and in connection with the transactions contemplated hereby are consummated or this Agreement is terminated: hereby, including, without limitation, (a) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the UnitsSecurities (including all printing and engraving costs), the Shares and the Warrants and any taxes payable in that connection; (b) all necessary issue, transfer and other stamp taxes in connection with the costs incident issuance and sale of the Securities to the registration of the Public UnitsInitial Purchasers, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) all fees and expenses counsel to the Partnership Parties, independent public or certified public accountants and other advisors, (d) all costs incident to and expenses incurred in connection with the preparation, printing printing, filing, shipping and distribution (including any form of electronic distribution) of the Registration Statement, each Preliminary Prospectus, the General Pricing Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto Package and the costs of printingFinal Offering Memorandum (including financial statements and exhibits), reproducing and distributing all underwriting documents related to amendments and supplements thereto, and the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; Transaction Documents, (e) the all filing fees, attorneys’ fees and expenses incurred by the Partnership Parties or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of qualifying the Units, the Shares Securities for offer and the Warrants sale under the securities laws of the several states of the United States or other jurisdictions as provided in Section 4(h) ; designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum), (f) the fees and expenses (of the Trustee, including related the fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred Trustee in connection with securing any required review by FINRA of the terms of Indenture, the sale of Securities and the Public Units and making any filings with FINRA; Exchange Securities, (g) any fees payable in connection with the cost rating of preparing and printing stock certificates; the Securities or the Exchange Securities with the ratings agencies, (h) all fees and expenses (including reasonable fees and expenses of counsel) of the Company’s registrar Partnership Parties in connection with approval of the Securities by the Depositary for “book-entry” transfer, and transfer agent, trustee, warrant agent and escrow agent; the performance by the Partnership Parties of their respective other obligations under this Agreement and (i) all other costs and of its expenses incident to the “road show” for the offering of the Public Units or the performance Securities, including one half of the obligations cost of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise any chartered airplane or other transportation. Except as provided in this Section 5 4 and in Sections 6, 8 and 9 and 10hereof, the Underwriters Initial Purchasers shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , each of the Vital 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any transfer, recording or other similar taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares Pricing Term Sheet and the Public Warrants Final Offering Memorandum (including all amendments and supplements thereto) and the shares distribution thereof (including any form of Common Stock underlying them) under the Securities Act and the Exchange Actelectronic distribution); (ciii) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including (iv) the fees and expenses incurred in connection with the registration or qualification of their counselthe Securities under the state or foreign securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Initial Purchasers); (v) the costs of the production and distribution of this Agreement, the Indenture, any transfer taxes on supplemental agreement among the resale Initial Purchasers and any other related documents in connection with the offering, purchase, sale and delivery of the Securities; (vi) the costs and charges of any Public Units by them transfer agent and any registrar; (vii) any fees required to be paid to rating agencies in connection with the rating of the Notes; (viii) the fees, costs and expenses of advertising the Trustee, any offering agent of the Public Units made by themTrustee and any paying agent (including reasonable and documented related fees and expenses of a counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing, if any, with FINRA, including reasonable and documented fees and expenses of counsel for the Initial Purchasers in an amount not to exceed $15,000; and (x) all costs and expenses of the officers and employees of the Vital Parties and any other expenses of the Vital Parties relating to any investor or “road show” presentations in connection with the offering and sale of the Securities, including, without limitation, any travel expenses of the officers and employees of the Vital Parties and any other expenses of the Vital Parties.

Payment of Expenses. The Company agrees shall be responsible for and shall pay all expenses relating to paythe Offering, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedincluding: (ai) the costs incident to the authorization, issuance, sale, preparation all filing fees and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident communication expenses relating to the registration of the Public UnitsSecurities with the Commission and the filing of the offering materials with FINRA; (ii) all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Public Shares Company; (iii) translation costs for due diligence purposes; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the Public Warrants reasonable fees and disbursements of Representative’s counsel); (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cv) the costs incident to the preparation, of all mailing and printing and distribution of the Registration Statementplacement documents, each Preliminary Prospectusagreement among underwriters, the General Disclosure Packageselected dealers’ agreements, the Prospectusregistration statements, any prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of printingpreparing, reproducing printing and distributing all underwriting documents related to delivering certificates representing the Offering Securities, if any, and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Unitstransfer agent for such Securities; (vii) the reasonable cost of road show meetings and preparation of a power point presentation; (viii) all reasonable fees, the Shares expenses and the Warrants under the securities laws disbursements relating to background checks of the several jurisdictions as provided in Section 4(h) Company’s officers and directors; (fix) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees costs and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agentpublic relations firm; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s accountants, legal counsel and other agents and representatives; (xi) share transfer taxes, if any, payable upon the transfer of the Securities from the Company to the Underwriters; and (xii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities, which shall be payable on the First Closing Date. Notwithstanding anything contained herein to the contrary, the Company’s independent accountantsobligation to pay accountable expenses of the Representative as set forth under items (ii), (iii), (vii) (with respect to the travel and lodging expenses of the Representative and its counsel for road show meetings only) and (viii) shall not exceed $150,000. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an expense deposit of $35,000 to the Representative, within three days of the execution of the letter of intent between the Company and the Representative, and an additional $35,000 upon receipt of the Commission’s first comments, for the Representative’s anticipated out-of-pocket expenses, both of which shall be considered as payment of expenses to the Representative as set forth under this Section; provided that, except any expense deposits will be returned to the Company to the extent otherwise provided the Representative’s out-of-pocket accountable expenses are not actually incurred in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themaccordance with FINRA Rule 5110(g)(4)(A).

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Certificates and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the 8-K Information, the Registration Statement, each the Preliminary ProspectusProspectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to this Agreement, each of the Offering Basic Documents and any closing documents by mail or other means of communicationsthe Indemnification Agreement; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying Xxxxxx & Xxxxxxx LLP, counsel for the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Underwriters; (fv) the fees and expenses of the Depositor's counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Lead Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvii) any fees charged by Rating Agencies for rating the cost of preparing and printing stock certificatesCertificates; (hviii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee, the Master Servicer and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, Special Servicer (including the related fees and expenses of their counselany counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the National Association of Securities Dealers, Inc.; (x) all expenses incurred in connection with any transfer taxes on "road show" presentation to potential investors; and (xi) the resale of any Public Units by them costs and the expenses of advertising any offering the Depositor in connection with the purchase of the Public Units made by themMortgage Loans.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a). Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , each Issuer and each of the Guarantors jointly and severally agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder (aincluding any goods and services, harmonized sales, sales, transfer, stamp, excise and other similar taxes payable in connection therewith), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connectionSecurities; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Issuers’ and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a “blue sky” memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any counsel and the Company’s independent accountantsto such parties); provided that, except (viii) all expenses and fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Issuers in connection with any “road show” presentation to the extent otherwise provided in this Section 5 potential investors; and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including (x) the fees and expenses of their counselincurred in connection with creating, any transfer taxes on documenting and perfecting the resale of any Public Units security interests in the Collateral as contemplated by them the Collateral Documents (including the reasonable related fees and the expenses of advertising any offering of counsel for the Public Units made by themInitial Purchasers for all periods prior to and after the Closing Date).

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any amendmentsstamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, supplements and exhibits thereto all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the costs listing of printing, reproducing and distributing all underwriting documents the Securities on Nasdaq; (vi) any filing fees related to any registration or qualification of the Offering Securities for offer and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) U.S. States; (fvii) the any filing fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings required to be made with FINRA; (gviii) the cost transportation and other expenses incurred by the Company and its executive officers (and not the Underwriter) in connection with presentations to prospective purchasers of preparing and printing stock certificatesthe Securities; (hix) all the fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (of its obligations hereunder. For the avoidance of doubt, the Underwriters shall bear any and all of their own costs incurred in connection with the Offering, including the any fees and expenses of counsel for the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , each of the Issuers, the Guarantors and, upon execution and delivery by any Additional Guarantor of a Joinder Agreement, each such Additional Guarantor 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, Notes to the Shares and the Warrants Initial Purchasers and any transfer, documentary, stamp or similar taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Issuers’ and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesNotes; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountantsEscrow Agent and any paying agent (including related fees and reasonable expenses of any counsel to such parties); provided that(viii) all expenses and application fees incurred in connection with the approval of the Notes for book-entry transfer by DTC; (ix) all expenses associated with the creation and perfection of security interests, except including, without limitation, the drafting and negotiation of the Security Documents, the Intercreditor Agreement and any other documents, supplements, joinders, mortgages, deeds of trust and other security documents and the creation, preparation and filing of UCC financing statements, including filing fees and fees incurred in connection with lien searches, the fees and expenses attributable to creating and perfecting the security interest in the Escrow Funds as contemplated by the Escrow Agreement and the reasonable and documented fees and expenses of legal counsel to the extent otherwise Initial Purchasers incurred in connection with any of the foregoing; (x) all expenses incurred by the Issuers in connection with any “road show” presentation to potential investors (it being understood that the Initial Purchasers, collectively, shall bear half of the costs associated with any chartered aircraft). It is understood, however, that except as provided in this Section 5 10 and in Sections 9 and 10Section 7 hereof, the Underwriters shall Initial Purchasers will pay all of their own costs and expenses, including the fees and expenses of their counsel, counsel and any transfer taxes on advertising expenses connected with any offers they may make; and (xi) the resale of any Public Units by them and the expenses of advertising any offering list of the Public Units made by themNotes with the Official List of the International Stock Exchange and any expenses related thereto, including the listing agent.

Payment of Expenses. The Company agrees will pay or cause to pay, or reimburse if be paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing: (ai) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the UnitsSecurities, the Shares including any transfer taxes and stamp or similar duties, and the Warrants fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any taxes payable in that connectionIssuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (bii) the costs cost of printing or producing any agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) all fees and expenses in connection with the admission and listing of the Securities in any appropriate stock exchange or market system, including the NYSE; (v) all fees and expenses incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Securities under the Securities Act and the Exchange Act; (cvi) any fees charged by securities rating agencies for rating the Securities; (vii) the costs filing fees incident to the preparationto, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the reasonable fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing with, any required review by FINRA the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gviii) the cost costs of preparing preparation, issuance and printing stock certificatesdelivery of the Securities and the Depositary Receipts; (hix) all the fees and expenses of any transfer agent or registrar; (x) the fees and expenses of the Company’s registrar Depositary and transfer agent, trustee, warrant any agent of the Depositary and escrow agentthe fees and disbursements of counsel for the Depositary in connection with the Deposit Agreement and the Securities; and (ixi) all other costs and expenses incident to the offering of the Public Units or the performance of its obligations hereunder and under the obligations of the Company under Deposit Agreement which are not otherwise specifically provided for in this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided Section. It is understood, however, that, except to the extent otherwise as provided in this Section 5 Section, and in Sections 9 8 and 1010 hereof, the Underwriters shall will pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made Securities by them, and any advertising expenses connected with any offers they may make.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company and each of the Subsidiary Guarantors will, jointly and severally, pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying counsel for the Units, the Shares Company and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Subsidiary Guarantors; (fv) the fees and expenses of the Company’s independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAUnderwriters); (gvii) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hviii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel and the Company’s independent accountantsto such parties); provided that(ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, that except to the extent otherwise as provided in Section 7 and this Section 5 and in Sections 9 and 1011, the Underwriters shall pay their own costs and expenses, including the fees costs and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees Operating Partnership and the Parent Guarantor, jointly and severally, covenant and agree with the several Underwriters that the Operating Partnership and the Parent Guarantor shall pay or cause to pay, or reimburse if be paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing: (ai) the costs incident to the authorizationfees, issuance, sale, preparation disbursements and delivery expenses of the Units, the Shares Operating Partnerships and the Warrants Parent Guarantor’s counsel and any taxes payable accountants in that connection; (b) the costs incident to connection with the registration of the Public Units, the Public Shares Securities and the Public Warrants (and the shares of Common Stock underlying them) Guarantees under the Securities Act and the Exchange Act; (cii) the costs incident to all other expenses in connection with the preparation, printing and distribution filing of the Registration Statement, each Preliminary Prospectusany preliminary prospectus, the General Disclosure PackagePreliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus. and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, the ProspectusIndenture, any amendmentsBlue Sky and legal investment memoranda, supplements closing documents (including any compilations thereof) and exhibits thereto any other documents so long as such documents have been approved by the Operating Partnership or the Parent Guarantor in connection with the offering, purchase, sale and delivery of the Securities and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communicationsGuarantees; (div) any applicable listing or other fees; (e) all expenses in connection with the fees qualification of the Securities for offering and expenses of qualifying the Units, the Shares and the Warrants sale under the state securities laws of the several jurisdictions as provided in Section 4(h5(d) ; (f) hereof, including the fees and expenses (including related fees and expenses disbursements of the counsel for to the Underwriters not to exceed $15,000) incurred Underwriters, in connection with securing such qualification and in connection with any Blue Sky and legal investment surveys; (v) any fees charged by securities rating agencies for rating the Securities; (vi) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by FINRA the National Association of Securities Dealers, Inc. of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gvii) the cost of preparing the Securities and printing stock certificatesthe Guarantees; (hviii) all the reasonable fees and expenses of any Trustee identified in a Pricing Agreement (the Company’s registrar “Trustee”) and any agent of any Trustee and any transfer agentor paying agent of the Operating Partnership and the Parent Guarantor and the reasonable fees and disbursements of counsel to the Trustee or such agent in connection with any Indenture, trusteethe Securities and the Guarantees; (ix) any transfer or similar taxes payable in connection with the issuance, warrant agent sale and escrow agentdelivery of the Designated Securities and the Guarantees to the Underwriters; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the its obligations of the Company under hereunder, which are not otherwise specifically provided for in this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided Section. It is understood, however, that, except to the extent as otherwise specifically provided in this Section 5 7 and in Sections 9 and 1012 hereof, the Underwriters shall pay all of their own costs and expenses, including the fees and expenses of their counselthe counsel to the Underwriters, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made Securities by them., and any advertising expenses connected with any offers they may make. Back to Contents

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuers and MPT 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsPricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Issuers’ and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) MPT’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA5,000); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, any paying agent (including the related fees and expenses of their counselany counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (x) all expenses incurred by the Issuers in connection with any transfer taxes on “road show” presentation to potential investors, provided the resale Underwriters will be responsible for one-half of any Public Units by them the direct hourly operating costs of aircraft or other transportation chartered in connection with the road show and all other expenses of employees of the Underwriters incurred in connection with the road show, including, without limitation, lodging, airfare and meal expenses. For the avoidance of doubt, the expenses and fees of advertising any offering experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by this Agreement shall be the responsibility of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on NASDAQ; (vi) the printing and delivery of a preliminary blue sky memorandum, any amendments, supplements registration or qualification of the Securities for offer and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; states of the United States (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and up to $20,000 for the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not to exceed $15,000the Underwriters) incurred in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gix) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including U.S. and Cayman Islands counsel and any other local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs The Operating Partnership will pay all expenses incident to the authorizationperformance of its obligations under this Agreement, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; including (bi) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution filing of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendments, supplements and exhibits thereto Time of Sale Information and the costs Prospectus (including financial statements and exhibits) as originally filed and of printingeach amendment thereto, reproducing (ii) the preparation, printing and distributing all underwriting documents related delivery to the Offering Underwriters of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Operating Partnership’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any closing documents by mail supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus and of the Prospectus and any amendments or other means supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of communications; copies of the Blue Sky Survey and any supplement thereto, (d) any applicable listing or other fees; (eviii) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expensesTrustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (ix) the costs and expenses of their counselthe Operating Partnership relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, any transfer taxes on including without limitation, expenses associated with the resale production of any Public Units by them road show slides and graphics, travel and lodging expenses of the representatives and officers of the Operating Partnership and such consultants (if any), and the expenses cost of advertising transportation (if any) chartered in connection with the road show and (x) any offering fees payable in connection with the rating of the Public Units made by themSecurities.

Payment of Expenses. The Company (a) Nova Scotia agrees to pay, or reimburse if paid by any Underwriter or by the QIU, (whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (aconsummated) the to pay all costs incident and expenses incidental to the authorizationperformance of its obligations hereunder, issuanceunder the Fiscal Agency Agreement and the Designated Securities including, salewithout limitation, preparation all costs and expenses in connection with the preparation, production and printing, authentication, issuance and delivery of the UnitsDesignated Securities and any insurance costs associated with such delivery; if applicable, all fees and expenses in connection with the Shares trading of the Designated Securities on the Stock Exchange, and the Warrants maintenance of such listing; all costs and any taxes payable expenses incurred in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to connection with the preparation, printing and distribution filing of the Registration Statement, each Preliminary any preliminary prospectus or preliminary prospectus supplement, any Issuer Free Writing Prospectus, and the General Disclosure Package, the Prospectus, any amendments, Prospectus (including all amendments and supplements and exhibits thereto and all documents incorporated by reference therein); any fee payable to rating agencies in connection with the costs rating of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communicationsDesignated Securities; (d) any applicable listing or other fees; (e) the fees and expenses of its own legal and other advisers; the filing fees, counsel fees and other expenses for qualifying the Units, the Shares any Designated Securities for sale and the Warrants determining their eligibility for investment under the securities laws of the several such jurisdictions as provided in Section 4(h) the Representatives designate; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Fiscal Agent; any value added or equivalent tax on the foregoing costs, fees and expenses; the cost of printing and delivery of this Agreement and the Company’s independent accountants)Terms Agreement; provided that, except to and the extent otherwise provided in this Section 5 legal and in Sections 9 other fees and 10, expenses for qualifying the Underwriters shall pay their own costs Designated Securities for sale under the securities laws of such States and expensesProvinces as the Representatives may reasonably designate, including filing fees and the fees and expenses disbursements of their counsel, any transfer taxes on counsel to the resale Underwriters in connection therewith and in connection with the preparation of any Public Units by them the Blue Sky Survey and the expenses cost of advertising any offering of printing and delivery thereof to the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees shall be responsible for and shall pay all expenses relating to paythe Offering, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedincluding: (ai) the costs incident to the authorization, issuance, sale, preparation all filing fees and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident communication expenses relating to the registration of the Public UnitsSecurities with the Commission and the filing of the offering materials with FINRA and the listing of the Securities on the Exchange; (ii) all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Public Shares Company; (iii) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the Public Warrants reasonable fees and disbursements of Representative’s counsel); (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (civ) the costs incident to the preparation, of all mailing and printing and distribution of the Registration Statementunderwriting documents, each Preliminary Prospectusagreement among underwriters, the General Disclosure Packageselected dealers’ agreements, the Prospectusregistration statements, any prospectuses and all amendments, supplements and exhibits thereto and as many Preliminary Prospectuses and Prospectuses as the Representative may reasonably deem necessary; (v) the costs of printingpreparing, reproducing printing and distributing all underwriting documents related to delivering certificates representing the Offering Securities, if any, and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Unitstransfer agent for such Securities; (vi) the reasonable cost of road show meetings, including all reasonable travel and lodging expenses incurred by the Shares Representative; (vii) all reasonable fees, expenses and the Warrants under the securities laws disbursements relating to background checks of the several jurisdictions as provided in Section 4(h) Company’s officers and directors; (fviii) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees costs and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agentpublic relations firm; and (iix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s accountants, legal counsel and other agents and representatives; (x) share transfer taxes, if any, payable upon the transfer of the Securities from the Company to the Underwriters; and (xi) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities, which shall be payable on the First Closing Date. Notwithstanding anything contained herein to the contrary, the Company’s independent accountantsobligation to pay accountable expenses of the Representative as set forth under items (ii), (vi) (with respect to the travel and expenses of the Representative and its counsel for road show meetings only), (vii), and (xi) shall not exceed $168,000, including the costs associated with “tombstone or lucite” advertisements (up to $8,000). In addition, on each Closing Date, the Company shall pay to the Representative a non-accountable expense allowance in an amount equal to 0.8% of the aggregate gross proceeds (excluding proceeds from the exercise of the Over-Allotment Option) at such Closing. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an expense deposit of $35,000 to the Representative, upon the execution of that certain Engagement Letter, dated December 8, 2022, by and between the Company and the Representative, as well as $35,000 that was previously paid to the predecessor of the Representative, ViewTrade Securities, Inc. (“Viewtrade”), pursuant to a letter of engagement dated July 15, 2022, between the Company and Viewtrade, for the Representative’s anticipated out-of-pocket expenses, both of which shall be considered as payment of accountable expenses to the Representative as set forth under this Section; provided that, except any expense deposits will be returned to the Company to the extent otherwise provided the Representative’s accountable expenses are not actually incurred in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themaccordance with FINRA Rule 5110(g)(4)(A).

Payment of Expenses. The Company agrees and the Guarantor will pay all expenses incidental to paythe performance of their respective obligations under this Agreement, or reimburse if paid by any Underwriter or by the QIUIndenture and the Registration Rights Agreement, whether or including but not the transactions contemplated hereby are consummated or this Agreement is terminated: limited to (ai) the costs incident to fees and expenses of the authorizationTrustee and Canadian Trustee and their professional advisers; (ii) all expenses in connection with the execution, issuanceissue, saleauthentication, preparation packaging and initial delivery of the UnitsOffered Securities and, as applicable, the Shares and Exchange Securities (as defined in the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public UnitsRegistration Rights Agreement), the Public Shares preparation and the Public Warrants (and the shares printing of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparationthis Agreement, printing and distribution of the Registration StatementRights Agreement, each the Offered Securities, the Indenture, the Preliminary ProspectusOffering Circular, any other documents comprising any part of the General Disclosure Package, the ProspectusFinal Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related other document relating to the Offering issuance, offer, sale and any closing documents by mail or other means delivery of communicationsthe Offered Securities and as applicable, the Exchange Securities; (diii) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (iv) any applicable listing or other fees; (e) the filing fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and other expenses (including related fees and expenses disbursements of counsel for to the Underwriters not to exceed $15,000Purchasers) incurred in connection with securing any required review by FINRA qualification of the terms Offered Securities or the Exchange Securities for sale under the laws of such jurisdiction, other than the federal laws of the United States, as the Representatives designate and the preparation and printing of memoranda relating thereto, provided that the Representatives shall provide the Company with an estimate of any such fees and expenses for the Company’s review and approval prior to incurring any such fees and expenses; (v) any fees charged by investment rating agencies for the rating of the Securities or the Exchange Securities; and (vi) expenses incurred in distributing the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Purchasers. The Purchasers shall pay all costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under Offered Securities. Except as otherwise expressly provided by this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10Agreement, the Underwriters Purchasers shall pay their own costs and expensesexpenses in connection with the transactions contemplated hereby, including the including, without limitation, fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether Whether or not any sale of the transactions contemplated hereby are consummated or Securities is consummated, the Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement is terminated: Agreement, including (a) the costs incident preparation and printing of the Preliminary Offering Memorandum, the Offering Memorandum and any amendments or supplements thereto, and the cost of furnishing copies thereof to the authorizationInitial Purchasers, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration preparation, reproduction and distribution of the Public UnitsSecurities, this Agreement, the Public Shares Registration Rights Agreement, the Indenture and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; any "blue sky" or legal investment memoranda, (c) the costs incident delivery of the Securities to the preparationInitial Purchasers, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; the fees and disbursements of the Company's counsel and accountants, (e) the qualification of the Securities under the applicable securities laws in accordance with Section 3(d) and any filing for review of the offering with NASD, including filing fees and fees and disbursements of counsel for the Initial Purchasers in connection therewith and in connection with the preparation of any "blue sky" or legal investment memoranda, (f) any fees charged by rating agencies for rating the Securities, (g) the fees and expenses of qualifying the UnitsTrustee, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) including the fees and expenses (including related fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred Trustee, in connection with securing any required review by FINRA of the terms of Indenture and the sale of the Public Units Securities and making any filings with FINRA; (gh) the cost of preparing and printing stock certificates; (h) all fees and expenses obtaining approval for the trading of the Company’s registrar and transfer agentSecurities through PORTAL. If this Agreement is terminated by the Initial Purchasers in accordance with the provisions of Section 5 or 9(a)(i), trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including shall reimburse the fees and expenses Initial Purchasers for all of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and out-of-pocket expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on counsel for the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themInitial Purchasers.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including all exhibits, amendments and supplements thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (div) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable and documented related fees and disbursements of counsel for the Initial Purchasers relating to such registration or qualification up to a maximum of $10,000); provided (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) 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 Underlying Securities on the Exchange. Notwithstanding the foregoing, it is understood that, except to the extent otherwise as provided in this Section 5 and in Sections 9 and 10Agreement, the Underwriters Initial Purchasers shall pay all of their own costs and expenses, including the fees and expenses disbursements of their counsel, and all travel, lodging and other expenses of the Initial Purchasers or any transfer taxes on the resale of any Public Units their employees incurred by them and in connection with the expenses of advertising any offering of the Public Units made by themSecurities.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by and the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs Guarantor will pay all expenses incident to the authorizationperformance of its obligations under this Agreement, issuanceincluding (i) the preparation, saleprinting, preparation and delivery to the Initial Purchasers of the Units, the Shares and the Warrants Offering Memorandum (including financial statements and any taxes payable in that connection; schedules or exhibits and any document incorporated therein by reference) and of each amendment or supplement thereto, (bii) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution delivery to the Initial Purchasers of this Agreement, any Agreement among Initial Purchasers, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Registration StatementSecurities, each Preliminary Prospectus(iii) the preparation, issuance and delivery of the General Disclosure Packagecertificates for the Securities to the Initial Purchasers, the Prospectusincluding any transfer taxes, any amendmentsstamp or other duties payable upon the sale, supplements issuance and exhibits thereto and delivery of the costs of printing, reproducing and distributing all underwriting documents related Securities to the Offering Initial Purchasers and any closing documents by mail or other means charges of communications; DTC in connection therewith, (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws disbursements of the several jurisdictions Company's counsel, accountants and other advisors or agents (including transfer agents and registrars), as provided in Section 4(h) ; (f) well as the fees and expenses disbursements of the Trustee and its respective counsel, (v) the qualification of the Securities under state securities laws in accordance with the provisions of Section 3(d) hereof, including related filing fees and expenses the reasonable fees and disbursements of counsel for the Underwriters not to exceed $15,000) incurred Initial Purchasers in connection therewith and in connection with securing the preparation, printing and delivery of the Blue Sky Survey, and any required review amendment thereto, (vi) the fees charged by FINRA nationally recognized statistical rating organizations for the rating of the Securities, (vii) any fees and expenses payable in connection with the initial and continued designation, if any, of the Securities as PORTAL securities under the PORTAL Market Rules pursuant to NASD Rule 5322, and (viii) any fees and expenses payable in connection with the initial and continued listing of the securities on any non-U.S. securities exchange including the Luxembourg Stock Exchange, and (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Initial Purchasers in connection with, the review, if any, by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themSecurities.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Partnership agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares distribution thereof (including any form of Common Stock underlying them) under the Securities Act and the Exchange Actelectronic distribution); (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Partnership’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including reasonable and documented related fees and expenses of counsel for the Underwriters Initial Purchasers not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA20,000); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel and the Company’s independent accountantsto such parties); provided that, except (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Partnership in connection with any “road show” presentation to the extent otherwise potential investors. Except as provided in Section 7 and this Section 5 11(a) and in Sections 9 and 10Section 11(b), the Underwriters Initial Purchasers shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the any resale of the Securities by any Public Units Initial Purchaser, any advertising expenses connected with any offers they may make and other expenses incurred by them and the expenses of advertising any offering Initial Purchasers on their own behalf in connection with presentations to prospective purchasers of the Public Units made by themSecurities.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuer and the Guarantor 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communications; Transaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Issuer’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; Guarantor’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all Underwriters, which fees and expenses of shall not exceed $15,000); (vi) any fees charged by rating agencies for rating the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and Securities; (ivii) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the Company’s independent accountants); provided that, except approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Issuer in connection with any “road show” presentation to the extent otherwise potential investors. Except as provided in this Section 5 11 and in Sections 9 7 and 1010(c) hereof, the Underwriters shall pay their own costs and expensesexpenses on a pro rata basis in accordance with the amount of Securities purchased by such Underwriter as set forth on Schedule 1, including the fees and expenses of their counsel, any transfer taxes on the resale counsel and travel and lodging expenses of any Public Units by them and the expenses of advertising any offering representatives of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel (including local and special counsel) and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) 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 presentation, expenses associated with production of road show slides and graphics, and, with the prior written approval of the Company’s independent accountants), fees and expenses of any consultants engaged in connection with the road show presentations, and travel and lodging expenses of the representatives and officers of the Company and any such consultants; provided thatand (x) one-half the cost of any airplane used in connection with the “road show.” It is understood, however, that except to the extent otherwise as provided in this Section 5 10(b), Section 7 and in Sections 9 and 10Section 9(c), the Underwriters shall Initial Purchasers will pay all of their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes payable on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made Securities by them, any expenses connected with any offers they may make and one-half the cost of any airplane used in connection with the “road show.”

Payment of Expenses. The Company Borrower agrees (a) to pay, pay or reimburse if paid by the Administrative Agent for all its out-of-pocket costs and expenses incurred connection with the development, preparation and execution of, and any Underwriter amendment, supplement or by modification to, this Agreement and the QIUother Loan Documents and any other documents prepared in connection herewith or therewith, whether or not and the consummation and administration of the transactions contemplated hereby are consummated or this Agreement is terminated: and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent (aincluding (i) Vedder, Price, Xxxxxxx & Kammholz, P.C., special New York counsel, the costs incident of each appraisal to determine the Appraisal Value and filing, registration and recording fees and expenses, with statements with respect to the authorizationforegoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares pay or reimburse each Lender and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the Administrative Agent for all its costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees other than Taxes, which are solely governed by Sections 2.13 and expenses 2.14 of counsel for this Agreement, Section 15 of the Underwriters not to exceed $15,000Guarantee and Collateral Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) incurred in connection with securing the enforcement or preservation of any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company rights under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10Agreement, the Underwriters shall pay their own costs other Loan Documents and expensesany such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent and their counselrespective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than Taxes which are solely governed by Sections 2.13 and 2.14 of this Agreement, Section 15 of the Guarantee and Collateral Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any transfer taxes on Environmental Law applicable to the resale operations of Borrower or any Public Units by them of its Subsidiaries or any of the Properties and the reasonable fees and expenses of advertising legal counsel in connection with claims, actions or proceedings by any offering Indemnitee against Borrower or any of its Subsidiaries under any Loan Document (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxxxxx Xxxxxxx (Telephone No. 000-000-0000, x301) (Telecopy No. 305-590-2695), at the address of the Public Units made Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by themthe Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Company’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Guarantors’ counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate, if requested by the Representative, and the preparation, printing and distribution of a Blue Sky Memorandum, if any (including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA7,550); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, if any, and the Company’s independent accountants)approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incident to the “road show” presentation to potential investors; provided that, except that any expenses or costs associated with any chartered plane authorized by the Company and used in connection with any “road show” presentation to potential investors will be paid 50% by the extent otherwise Company and 50% by the Underwriters. Except as provided in Section 7 and this Section 5 and in Sections 9 and 1011, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by and the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs Guarantors will pay all expenses incident to the authorizationperformance of their respective obligations under this Agreement, issuancethe Indenture and the Registration Rights Agreement, saleincluding but not limited to (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, preparation issue, authentication, packaging and initial delivery of the UnitsOffered Securities and, as applicable, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public UnitsExchange Securities, the Public Shares preparation and the Public Warrants (and the shares printing of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparationthis Agreement, printing and distribution of the Registration StatementRights Agreement, each the Offered Securities, the Indenture, the Preliminary ProspectusOffering Memorandum, any other documents comprising any part of the General Disclosure Package, the ProspectusFinal Offering Memorandum, all amendments and supplements thereto, each item of Supplemental Marketing Material and any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related other document relating to the Offering issuance, offer, sale and any closing documents by mail or other means delivery of communicationsthe Offered Securities and as applicable, the Exchange Securities; (diii) any applicable listing or other fees; (e) the fees and reasonable attorney’s fees and expenses of qualifying incurred by the UnitsCompany, the Shares Guarantors and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred Purchasers in connection with securing qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any required review by FINRA part of the terms Offered Securities or the Exchange Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representative designates and the preparation and printing of memoranda relating thereto, (iv) any fees charged by investment rating agencies for the rating of the sale Offered Securities or the Exchange Securities, (v) expenses incurred in distributing the Preliminary Offering Memorandum, any other documents comprising any part of the Public Units General Disclosure Package, the Final Offering Memorandum (including any amendments and making supplements thereto) and any filings with FINRA; Supplemental Marketing Material to the Purchasers, and (gvi) expenses incurred in preparing, printing and distributing any Free Writing Prospectuses to investors or prospective investors. The Company and Guarantors will also pay or reimburse the cost of preparing and printing stock certificates; Purchasers (hto the extent incurred by them) all fees for costs and expenses of the Company’s registrar officers and transfer agent, trustee, warrant agent employees and escrow agent; and (i) all any other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including and the fees Guarantors relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s counsel and the Company’s independent accountants); provided thatGuarantors’ officers and employees, except to provided, however, that the extent otherwise Purchasers will pay 50% of the costs and expenses of any chartered flight. Except as provided in this Section 5 and in Sections 9 and 10Agreement, the Underwriters Purchasers shall pay all of their own costs and expenses, including the fees and expenses disbursement of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Shares under the Exchange Act and the listing of the Shares on the Nasdaq Capital Market; (vi) the printing and delivery of a preliminary blue sky memorandum, any amendments, supplements and exhibits thereto and the costs registration or qualification of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares for offer and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; U.S. States (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and up to $25,000 for the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not to exceed $15,000the Underwriters) incurred in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRAShares; (gix) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated: (a) , the Parent Guarantor and the Issuer, jointly and severally, will pay or cause to be paid all costs and expenses incident to the authorizationperformance of its obligations hereunder, issuanceincluding without limitation, sale, preparation (i) the copying and delivery distribution of the UnitsIndenture and the Paying Agency Agreement and, in each case, the Shares and preparation of the Warrants and any taxes payable in that connectioncertificates representing the Securities; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each any Preliminary Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of any Preliminary Prospectus, the General any Issuer Free Writing Prospectus, any Disclosure Package, Package and the Prospectus, any amendmentsand all amendments or supplements to either of them, supplements as may, in each case, be reasonably requested for use in connection with the offering and exhibits thereto and sale of the costs of Securities; (iv) the preparation, printing, reproducing authentication, issuance and distributing all underwriting documents related to delivery of certificates for the Offering Securities, including any stamp or transfer taxes in connection with the original issuance and any closing documents by mail or other means sale of communicationsthe Securities; (dv) any applicable listing the printing (or reproduction) and delivery of this Underwriting Agreement and all other feesagreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (evi) the fees and expenses incurred in connection with the registration or qualification and determination of qualifying eligibility for investment of the Units, the Shares and the Warrants Securities under the securities or blue sky laws of the several such jurisdictions as provided in Section 4(h) ; (f) the fees and expenses Representatives may designate (including filing fees) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not Underwriters); (vii) the transportation and other expenses incurred by or on behalf of Parent Guarantor or Issuer representatives in connection with presentations to exceed $15,000prospective purchasers of the Securities; (viii) the fees and expenses of the Parent Guarantor’s accountants and the fees and expenses of counsel (including local and special counsel) for the Parent Guarantor; (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 Indenture and the Securities; (xi) all expenses and application fees incurred in connection with securing any required review filing with, and clearance of any offering by FINRA of the terms of the sale of the Public Units and making any filings with FINRAFinancial Industry Regulatory Authority, Inc.; (g) the cost of preparing and printing stock certificates; (hxii) all fees and expenses (including reasonable fees and expenses of counsel) in connection with the approval of the Company’s registrar Securities by Clearstream and transfer agent, trustee, warrant agent Euroclear for book-entry transfer; (xiii) all fees and escrow agentexpenses in connection with the listing of the Securities on the Official List of the ISE and the admission of the Securities to the Global Exchange Market of the ISE; and (ixiv) all other costs and expenses incurred by either of the Parent Guarantor or the Issuer incident to the offering of performance by the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Parent Guarantor and the Company’s independent accountants); provided thatIssuer of its obligations hereunder. It is understood, however, that except to the extent otherwise as provided in this Section 5 10 and in Sections 9 and 10Section 7, the Underwriters shall will pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by them.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any amendmentsstamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, supplements and exhibits thereto all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the costs listing of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communicationsSecurities on the Nasdaq Capital Market; (dvi) any applicable listing registration or other fees; (e) qualification of the fees Securities for offer and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; U.S. States (f) the including filing fees and expenses (including related the reasonable fees and expenses of counsel for the Underwriters not relating to exceed $15,000such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company and its officers in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gix) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering performance by the Company of its obligations hereunder. Notwithstanding the foregoing, the Company and the Representatives agree that 50% of the Public Units or cost of non-commercial air travel in connection with “road show” presentations shall be paid by the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuers and MPT 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connectionconnection therewith; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsPricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Issuers’ and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) MPT’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA5,000); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, any paying agent (including the related fees and expenses of their counselany counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including all related fees and expenses of counsel for the Underwriters); (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by Clearstream and Euroclear; (x) all expenses, costs and listing fees incurred in connection with the application for listing and admittance of the Securities to the Official List of Euronext Dublin and trading of the Securities on its Global Exchange Market and (xi) all expenses incurred by the Issuers in connection with any transfer taxes on Road Show presentation to potential investors. For the resale avoidance of any Public Units by them and doubt, the expenses and fees of advertising any offering experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by this Agreement shall be the responsibility of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuer and [the/each] Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder (aexcluding, for the avoidance of doubt, the fees and expenses of counsel to the Underwriters), including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the UnitsNotes (excluding any recoverable value added tax) as contemplated by this Agreement, the Shares and the Warrants and any transfer taxes payable in that connectionconnection therewith; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Issuer’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) [the/each] Guarantor’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000Underwriters); (vi) incurred in connection with securing any required review fees charged by FINRA rating agencies for rating the Notes, if any; (vii) the preparation of the terms of the sale of the Public Units Indenture and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar Trustee (including related fees and transfer agent, trustee, warrant agent and escrow agentexpenses of any counsel to the Trustee); and (iviii) all other costs expenses and expenses incident to application fees incurred in connection with any filing with, and clearance of the offering of the Public Units or Notes by, the performance Financial Industry Regulatory Authority, and the approval of the obligations Notes for book-entry transfer by [DTC] [Euroclear Bank SA/NV and Clearstream Banking, S.A.]; (ix) all expenses incurred by the Issuer and the Underwriters in connection with any “road show” presentation to potential investors (in respect of expenses so incurred by the Company under this Agreement Underwriters, the total amount payable by the Issuer and the Guarantor[s] shall not exceed $[10,000]); and (including the x) any fees and expenses incurred in connection with the listing of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, Notes on any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themsecurities exchange.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by pay the QIU, whether or not costs and expenses relating to the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and distribution filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure PackageProspectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Prospectusoffering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on NASDAQ; (vi) the printing and delivery of a preliminary blue sky memorandum, any amendments, supplements registration or qualification of the Securities for offer and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; states of the United States (f) the including filing fees and expenses (including related the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and up to $30,000 for the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not to exceed $15,000the Underwriters) incurred in connection with securing any required review by FINRA presentations to prospective purchasers of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gix) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar accountants and transfer agent, trustee, warrant agent the fees and escrow agentexpenses of counsel (including U.S. and Cayman Islands counsel and any other local and special counsel) for the Company; and (ix) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themits obligations hereunder.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIUPlacement Agent, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, Securities to the Shares Purchasers and the Warrants Agent Securities to the Placement Agent and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares Securities and the Public Warrants (and the shares of Common Stock underlying them) Agent Securities under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each any Preliminary Prospectus, any Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents transaction document by mail mail, telex or other means of communications; (d) any applicable listing or other fees; (e) the filing fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; other costs (f) the fees and expenses (including related excluding fees and expenses of counsel for the Underwriters not to exceed $15,000Placement Agent, if any) incurred in connection with securing of any required review by FINRA of the terms of the sale of the Public Units Securities and making any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the filing fees and other costs (excluding fees and expenses of counsel to the Placement Agent, if applicable) of qualifying the Securities and the Agent Securities under the securities laws of the several jurisdictions as provided in Section 5(i) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificatescertificates and Warrant agreements; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent of the Common Stock and escrow agentany registrar and transfer agent of the Warrants and the Agent Warrants; and (i) all other costs and expenses incident to the offering of the Public Units Securities or the performance of the obligations of the Company under this Agreement (including including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountantsaccountants and the travel and other reasonable documented expenses incurred by Company personnel in connection with any “road show” including, without limitation, any expenses advanced by the Placement Agent on the Company’s behalf (which will be promptly reimbursed)); provided that, except to the extent otherwise provided in this Section 5 6 and in Sections 9 8 and 10, the Underwriters Placement Agent shall pay their its own costs and expenses. In addition, the Company will reimburse the Placement Agent for its reasonable out-of-pocket expenses, including the legal fees and expenses disbursements of their counsel, any transfer taxes on its counsel in connnection with the resale of any Public Units by them purchase and the expenses of advertising any offering sale of the Public Units made by themSecurities contemplated hereby up to an aggregate of $75,000.

Payment of Expenses. The Company agrees will pay or cause to pay, or reimburse if be paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing: (ai) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the UnitsSecurities, the Shares including any transfer taxes and stamp or similar duties, and the Warrants fees, disbursements and any taxes payable expenses of the Company’s counsel and accountants in that connection; (b) the costs incident to connection with the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Securities under the Securities Act and the Exchange Act; (c) the costs incident to all other expenses in connection with the preparation, printing and distribution filing of the Registration Statement, each Preliminary Prospectusany Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, the General Disclosure Package, the Prospectusthis Agreement, any amendmentsBlue Sky Memoranda, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting closing documents related to the Offering (including any compilations thereof) and any closing other documents by mail or other means in connection with the offering, purchase, sale and delivery of communicationsthe Securities; (diii) any applicable listing or other fees; (e) all expenses in connection with the fees qualification of the Securities for offering and expenses of qualifying the Units, the Shares and the Warrants sale under the state securities laws of the several jurisdictions as provided in Section 4(h5(d) ; (f) hereof, including the reasonable fees and expenses (including related fees and expenses disbursements of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Public Units and making any filings with FINRASecurities; (gvi) the cost of preparing and printing stock certificatesthe Securities; (hvii) all the fees and expenses of the Company’s registrar Trustee and transfer agentany of its respective agents, trustee, warrant agent and escrow agentthe fees and disbursements of counsel for the Trustee; and (iviii) all other costs and expenses incident to the offering of the Public Units or the performance of its obligations hereunder and under the obligations of the Company under Indenture which are not otherwise specifically provided for in this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided Section. It is understood, however, that, except to the extent otherwise as provided in this Section 5 Section, and in Sections 9 8 and 1010 hereof, the Underwriters shall will pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made Securities by them, and any advertising expenses connected with any offers they may make.

Payment of Expenses. If the Offering is consummated, the Agents shall bear all of their out-of-pocket expenses incurred in connection with the Offering, including fees and disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of its obligations under this Agreement, including, without limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses, up to a maximum of $150,000; provided, however, that the Agents shall document such expenses to the reasonable satisfaction of the Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of the Agents’ engagement or termination of the Offering, as the case may be. The Company agrees Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to paypay all expenses incident to the performance of their obligations under this Agreement, or reimburse if paid by including without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any Underwriter or by required FINRA filing fees, (ii) the QIUcost of printing and distributing the Offering materials, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (aiii) the costs incident to the authorization, issuance, sale, preparation of Blue Sky qualification (including fees and delivery expenses of Blue Sky counsel) of the UnitsSecurities in the various states, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA the listing of the terms of Securities and the sale of Exchange Shares on the Public Units and making any filings with FINRA; Nasdaq Global Select Market, (g) the cost of preparing and printing stock certificates; (hv) all fees and expenses disbursements of the Company’s registrar counsel, accountants and transfer agentother advisors, trustee, warrant agent and escrow agent; and (ivi) all other costs the establishment and operational expenses incident to for the offering of Stock Information Center (e.g. postage, telephones, supplies, etc.). In the Public Units or event the performance of the obligations of the Company under this Agreement (including the Agents incur any such fees and expenses on behalf of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expensesMid-Tier Company, including the MHC or the Bank, the Bank will reimburse the Agents for such fees and expenses of their counselwhether or not the Conversion is consummated; provided, however, that the Agent shall not incur any transfer taxes substantial expenses on the resale of any Public Units by them and the expenses of advertising any offering behalf of the Public Units made by themCompany, the Mid-Tier Company, the MHC or the Bank pursuant to this Section 4 without the prior approval of the Bank.

Payment of Expenses. The Company agrees agrees, and Holdings shall cause the Company, to paypay all costs, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA the performance of its obligations hereunder and in connection with the terms of transactions contemplated hereby, including without limitation (i) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Public Units and making any filings with FINRA; Securities to the Initial Purchaser, (g) the cost of preparing and printing stock certificates; (hii) all fees and expenses of the Company’s registrar 's and transfer agentthe Guarantors' counsel, trusteeindependent public or certified public accountants and other advisors, warrant agent and escrow agent; and (iiii) all other costs and expenses incident to incurred in connection with the offering preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements), and all amendments and supplements thereto, (iv) all filing fees, reasonable attorneys' fees and expenses incurred by the Company, the Guarantors or the Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Public Units Securities for offer and sale under the Blue Sky laws and, if requested by the Initial Purchaser, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the performance Initial Purchaser of the obligations of the Company such qualifications, registrations and exemptions, such fees and expenses under this Agreement clause (including iv) not to exceed $20,000 in the aggregate, (v) the fees and expenses of the Company’s Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Company’s independent accountants); provided thatExchange Securities, except to (vi) all fees and expenses (including reasonable fees and expenses of counsel) of the extent otherwise Company in connection with approval of the Securities by the Depositary for "book-entry" transfer, and (vii) the performance by Company of its other obligations under this Agreement. Except as provided in this Section 5 4, Section 6, Section 8 and in Sections Section 9 and 10hereof, the Underwriters Initial Purchaser shall pay their its own costs and expenses, including the fees and expenses disbursements of their its counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themshall be responsible for all roadshow related costs.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Partnership agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information, any Issuer Written Communication and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Partnership’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including reasonable and documented related fees and expenses of counsel for the Underwriters Initial Purchasers not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA20,000); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s Trustee and any paying agent (including related fees and expenses of any counsel and the Company’s independent accountantsto such parties); provided that, except (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Partnership in connection with any “road show” presentation to the extent otherwise potential investors. Except as provided in Section 7 and this Section 5 11(a) and in Sections 9 and 10Section 11(b), the Underwriters Initial Purchasers shall pay their own costs and expenses, including the fees and expenses disbursements of their counsel, any transfer taxes on the any resale of the Securities by any Public Units Initial Purchaser, any advertising expenses connected with any offers they may make and other expenses incurred by them and the expenses of advertising any offering Initial Purchasers on their own behalf in connection with presentations to prospective purchasers of the Public Units made by themSecurities.

Payment of Expenses. The Company agrees In addition to pay, or reimburse if paid by any Underwriter or the payment of the expenses contemplated by the QIUlast sentence of Section 3(c), whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident Company will pay all expenses incidental to the authorization, issuance, sale, preparation and delivery performance of the Unitsits obligations under this Agreement, the Shares Indenture and the Warrants and any taxes payable in that connection; Notes, including (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (ei) the fees and expenses of qualifying the Units, the Shares Trustee and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) its professional advisers; (fii) the fees and expenses of the Company's accountants and professional advisors; (iii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes; (iv) all expenses in connection with the preparation, printing and delivery of the Registration Statement, this Agreement, the Indenture, the Prospectus and amendments and supplements thereto and any other document relating to the issuance, offer, sale and delivery of the Notes; (v) any expenses (including related fees and disbursements of counsel) incurred in connection with qualification of the Notes for sale under the laws of such United States jurisdictions as the Representatives designate and the printing of memoranda relating thereto; (vi) the filing fees incident to, and the fees and expenses of counsel for the Underwriters not in connection with, if any, the review and approval by the National Association of Securities Dealers, Inc. (the "NASD") of the Underwriters' participation in the offering and distribution of the Notes; (vii) any fees charged by investment rating agencies for the rating of the Notes; and (viii) expenses incurred in distributing any preliminary prospectus, the Prospectus and any amendments and supplements thereto to exceed $15,000the Underwriters. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) incurred for all reasonable travel expenses of the Underwriters and the Company's officers and employees and any other expenses of the Underwriters and the Company in connection with securing any required review by FINRA attending or hosting meetings with prospective purchasers of the terms of Notes from the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themUnderwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIUPlacement Agents, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, Units to the Shares and the Warrants Purchasers and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Units under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing all underwriting documents related to this Agreement, the Offering Subscription Agreements and any closing documents document by mail mail, telex or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000Placement Agents) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Placement Agents) of qualifying the Units under the securities laws of the several jurisdictions as provided in Section 5(I)(j) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agentof the Securities; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided thataccountants and the travel and other expenses incurred by Company personnel in connection with any “road show” including, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counselwithout limitation, any transfer taxes expenses advanced by the Placement Agents on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themCompany’s behalf (which will be promptly reimbursed)).

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsTime of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Company’s and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) Guarantors’ counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA7,500); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, any paying agent (including the related fees and expenses of their counselany counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, and the approval of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Company in connection with any transfer taxes “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Securities on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themExchange.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether Whether or not any of the transactions contemplated hereby Offering or the Transactions are consummated or this Agreement is terminated, to pay (i) all costs, expenses, fees and taxes incident to and in connection with: (aA) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration StatementTime of Sale Document and the Final Offering Circular and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (B) the negotiation, printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, each Preliminary Prospectusof the Documents, (C) the General Disclosure Packagepreparation, issuance and delivery of the ProspectusSecurities, any amendments(D) the qualification of the Securities for offer and sale under the securities or “Blue Sky” laws of U.S. state or non-U.S. jurisdictions (including, supplements and exhibits thereto and the costs of printingwithout limitation, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses disbursements of qualifying the UnitsInitial Purchaser’s counsel relating to such registration or qualification), (E) furnishing such copies of the Shares Time of Sale Document and the Warrants under Final Offering Circular, and all amendments and supplements thereto, as may reasonably be requested for use by the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; Initial Purchaser and (iF) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company and the Guarantors obligations under this Agreement the Registration Rights Agreement, including but not limited to the Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration Statement, (including the ii) all fees and expenses of the Company’s counsel counsel, accountants and any other experts or advisors retained by the Company’s independent accountants); provided thatCompany or the Guarantors, except to the extent otherwise provided in this Section 5 (iii) all fees and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, expenses (including the fees and expenses of their counsel) of the Company or the Guarantors in connection with approval of the Securities by DTC for “book-entry” transfer, any transfer taxes on (iv) all fees charged by rating agencies in connection with the resale rating of any Public Units by them the Securities, if any, (v) all fees and the expenses (including reasonable fees and expenses of advertising any offering counsel) of the Public Units made Trustee and all collateral agents, (vi) all costs and expenses in connection with the creation and perfection of the security interest to be created and perfected pursuant to the Security Documents (including without limitation, filing and recording fees, search fees, taxes and costs of title policies) and (vii) all other fees, disbursements and out-of-pocket expenses incurred by themInitial Purchaser including (A) in connection with its services to be rendered hereunder, including, without limitation, the fees and disbursements of Proskauer Rose LLP, counsel to the Initial Purchaser, travel and lodging expenses, chartering of airplanes, roadshow or investor presentation expenses, word processing charges, the costs of printing or producing any investor presentation materials, messenger and duplicating service expenses, facsimile expenses and other customary expenditures; provided, however, that neither the Company nor the Guarantors shall be required to pay any fees, expenses or disbursements of Proskauer Rose LLP, counsel to the Initial Purchaser, in excess of $210,000 in the aggregate.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuer 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connection; (bii) the costs incident to the registration of the Public Units, the Public Shares preparation and the Public Warrants (printing and the shares of Common Stock underlying them) filing under the Securities Act of the Registration Statement of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information, and the Exchange ActProspectus (including any exhibit, amendment or supplement thereto) and the distribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Issuer’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA5,000); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, any paying agent (including the related fees and expenses of their counselany counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Issuer in connection with any transfer taxes on “road show” presentation to potential investors; provided, that the resale Issuer will pay for only 50% of the expense of any Public Units by them and the expenses of advertising any offering of the Public Units made by themchartered aircraft jointly used.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company and the Guarantor, 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, (ai) the costs incident to the authorization, issuance, sale, preparation execution, issue, authentication, packaging and initial delivery of the Units, the Shares and the Warrants Securities and any taxes payable by it in that connection; (bii) the costs incident to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident to of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantor’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits Blue Sky memoranda related thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s 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 application for the inclusion of the Securities on the PORTAL Market and the Company’s independent accountants)approval of the Securities for book-entry transfer by DTC; provided that(ix) any fees or costs incident to listing the Underlying Securities on the Exchange; and (x) all expenses incurred by the Company and the Guarantor in connection with any “road show” presentation to potential investors; provided, however, that except to the extent otherwise as provided in this Section 5 and in Sections 9 and 10, the Underwriters Initial Purchasers shall pay their own costs and expenses, including without limitation the fees and expenses disbursements of their counsel, counsel and any transfer taxes on the resale of advertising expenses (other than with respect to any Public Units by them and the expenses of advertising road show presentation) connected with any offering of the Public Units made by themoffers they may make.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Issuers and MPT 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, (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Securities and any taxes payable in that connectionconnection therewith; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (cii) the costs incident to the preparation, printing and distribution filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, the General Disclosure Package, the any Issuer Free Writing Prospectus, any amendmentsPricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and exhibits thereto and the distribution thereof; (iii) the costs of printing, reproducing and distributing all underwriting documents related to each of the Offering and any closing documents by mail or other means of communicationsTransaction Documents; (d) any applicable listing or other fees; (eiv) the fees and expenses of qualifying the Units, the Shares Issuers’ and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) MPT’s counsel and independent accountants; (fv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA5,000); (gvi) any fees charged by rating agencies for rating the cost of preparing and printing stock certificatesSecurities; (hvii) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel Trustee and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, any paying agent (including the related fees and expenses of their counselany counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including all related fees and expenses of counsel for the Underwriters); (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (x) all expenses incurred by the Issuers in connection with any transfer taxes on Road Show presentation to potential investors, provided the resale Underwriters will be responsible for one-half of any Public Units by them the direct hourly operating costs of aircraft or other transportation chartered in connection with the Road Show and all other expenses of employees of the Underwriters incurred in connection with the Road Show, including, without limitation, lodging, airfare and meal expenses. For the avoidance of doubt, the expenses and fees of advertising any offering experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by this Agreement shall be the responsibility of the Public Units made by themUnderwriters.

Payment of Expenses. (i) The Company agrees will pay or cause to pay, or reimburse if be paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs all expenses incident to the authorizationperformance of its obligations under this Agreement, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; including (bi) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution filing of the Registration StatementStatement (including financial statements and exhibits) as originally filed and of each amendment thereto, each (ii) the preparation, printing and delivery to the Underwriters of this Agreement, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s and the Guarantor’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(i) of the Underwriting Agreement Basic Provisions, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of the Preliminary Prospectus, any Issuer Free Writing Prospectus and of the General Disclosure PackageFinal Prospectus and any amendments or supplements thereto, (vii) the Prospectuspreparation, any amendments, supplements printing and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related delivery to the Offering Underwriters of copies of the Blue Sky Survey and any closing documents by mail or other means of communications; supplement thereto, (d) any applicable listing or other fees; (eviii) the fees and expenses of qualifying the UnitsTrustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (ix) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and the travel and lodging expenses of the representatives and officers of the Company, the Shares Guarantor and any such consultants, (x) any fees payable in connection with the Warrants under the securities laws rating of the several jurisdictions as provided in Section 4(h) ; Securities and (fxi) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA the listing of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes Securities on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themNew York Stock Exchange.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs will pay all expenses incident to the authorizationperformance of its obligations under this Agreement, issuanceincluding, salewithout limitation, preparation expenses related to the following, if incurred: (i) the preparation, delivery, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto; (ii) the printing and delivery to the Underwriter of this Agreement, the Indenture and any and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Units, the Shares Securities and the Warrants issuance and any taxes payable in that connectiondelivery of the Collateral Bonds; (biii) the costs preparation, issuance and delivery of the certificates for the Securities to the Underwriter, as well as the preparation, issuance and delivery of the certificates for the Collateral Bonds to the Trustee, including any costs, taxes and expenses incident to the registration issuance and delivery of the Public UnitsSecurities; (iv) the fees and disbursements of the Company's counsel, accountants and other advisors or agents; (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(g), including filing fees and the fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto; (vi) the printing and delivery to the Underwriter of copies of each preliminary prospectus, any Term Sheet, the Public Shares Prospectus and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actany amendments or supplements thereto; (cvii) the costs incident to the preparation, printing and distribution delivery to the Underwriter of copies of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering Blue Sky Survey and any closing documents by mail or other means of communicationssupplement thereto; (d) any applicable listing or other fees; (eviii) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws disbursements of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expensesTrustee, including the fees and expenses disbursements of counsel to the Trustee; (ix) any fees payable to the Commission; and (x) any fees payable in connection with the rating of the Securities by rating agencies. If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriter for all of their counselout-of-pocket expenses, any transfer taxes on including the resale reasonable fees and disbursements of any Public Units by them and LeBoeuf, Lamb, Greexx & XacRxx, X.L.P., counsel for the expenses of advertising any offering of the Public Units made by themUnderwriter.

Payment of Expenses. The Company agrees shall be responsible for and shall pay all expenses relating to paythe Offering, or reimburse if paid by any Underwriter or by the QIUincluding, whether or but not the transactions contemplated hereby are consummated or this Agreement is terminatedlimited to: (ai) the costs incident to the authorizationall filing, issuance, salecommunication, preparation and delivery of the Units, the Shares printing fees and the Warrants and any taxes payable in that connection; (b) the costs incident communication expenses relating to the registration of the Public UnitsSecurities and the filing of the offering materials with FINRA; (ii) all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Public Shares Company; (iii) translation costs for due diligence purpose; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the ‘blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the Public Warrants (reasonable fees and the shares disbursements of Common Stock underlying them) under the Securities Act and the Exchange ActRepresentative’s counsel); (cv) the costs incident to the preparation, of all mailing and printing and distribution of the Registration Statementplacement documents, each Preliminary Prospectusregistration statements, the General Disclosure Package, the Prospectus, any prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of printingpreparing, reproducing printing and distributing all underwriting documents related to delivering certificates representing the Offering Securities, if any, and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Companytransfer agent for such Securities; (vii) the reasonable costs for road show meetings, including the costs of informational meetings at the offices of the Representative; and (viii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities; provided, however, the Company’s independent accountantsobligation to reimburse such costs and expenses shall not exceed $150,000 in aggregate. In addition, the Company has also agreed to reimburse the Underwriters up to $8,000 for the costs associated with “tombstone” or “Lucite” advertisements. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has paid an expense deposit of $35,000 to the Representative, within three days of the execution of the letter of intent between the Company and the Representative (the “Letter of Intent”); provided that, except and an additional $35,000 upon receipt of the SEC’s first comments, for the Representative’s anticipated out-of-pocket expenses. Any expense deposits will be returned to the Company to the extent otherwise provided the Representative’s out-of-pocket accountable expenses are not actually incurred in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themaccordance with FINRA Rule 5110(f)(2)(C).

Payment of Expenses. The Company agrees Partnership Parties agree to paypay the costs, or reimburse if paid by any Underwriter or by fees and expenses relating to the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminatedfollowing matters: (ai) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing or reproduction and, if applicable, filing with the Commission of the Registration Statement (including financial statements and distribution exhibits thereto), the Prospectus, each Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus and each Preliminary Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the General Disclosure Packageoffering and sale of the Units; (iii) the preparation, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing authentication, issuance and distributing all underwriting documents related to the Offering and any closing documents by mail or other means delivery of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying certificates, if any, for the Units, including any stamp or transfer taxes in connection with the Shares original issuance and sale of the Units; (iv) the registration of the Units under the Exchange Act and the Warrants listing of the Units on the NYSE (including any supplemental listing application); (v) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several jurisdictions as provided in Section 4(h) ; states (f) the including filing fees and expenses (including related the reasonable fees and expenses of counsel for the Underwriters not Managers relating to exceed $15,000such registration and qualification); (vi) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings required to be made with FINRA; FINRA (g) including filing fees and the cost of preparing and printing stock certificates; (h) all reasonable fees and expenses of counsel for the Company’s registrar Managers relating to such filings); (vii) the transportation and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident incurred by or on behalf of Partnership Parties’ representatives in connection with any presentations to the offering prospective purchasers of the Public Units or the performance of the obligations of the Company under this Agreement Units; (including viii) the fees and expenses of the Company’s counsel Partnership Entities’ accountants and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel (including local and special counsel) for the Partnership Parties; (ix) all other costs, fees and expenses incident to the performance by the Partnership of its obligations hereunder and (x) the reasonable fees, disbursements and expenses of counsel for the Managers in connection with this Agreement and the Registration Statement and ongoing services in connection with the transactions contemplated hereunder, not to exceed $150,000 over the duration of this Agreement. Notwithstanding anything to the contrary, except as expressly provided in this Section 5, or otherwise as agreed with the Partnership in writing, the Managers shall be responsible for any transfer taxes on the resale of any Public Units by them and any costs and expenses associated with this Agreement, any Terms Agreements, the expenses of advertising any offering transactions contemplated hereby and the sale and marketing of the Public Units made by themUnits.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs will pay all expenses incident to the authorizationperformance of its obligations under this Agreement, issuance, sale, preparation including (i) the printing and delivery filing of the UnitsRegistration Statement as originally filed and of each amendment thereto, the Shares and the Warrants and any taxes payable in that connection; (bii) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparationtyping, printing and distribution of this Agreement and the Indenture, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including transfer taxes, if any, payable upon the sale, issuance and delivery to the Underwriters of the Securities, (iv) the fees and disbursements of the Company’s counsel and accountants, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(g) hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, (vi) the printing and delivery to the Underwriters of copies of the Registration StatementStatement as originally filed and of each amendment thereto, of each Preliminary Prospectus, the General Disclosure Package, the Prospectuspreliminary prospectus, any amendments, Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements and exhibits thereto and any costs associated with electronic delivery of any of the costs of printingforegoing by the Underwriters to investors, reproducing (vii) the printing and distributing all underwriting documents related delivery to the Offering Underwriters of copies of the Blue Sky Survey, (viii) the fees of rating agencies, (x) the fees, if any, of the Financial Industry Regulatory Authority, Inc. and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (exi) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); provided that, except to the extent otherwise provided in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expensesTrustee, including the fees and expenses disbursements of counsel for the Trustee, in connection with the Indenture. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their counselout-of-pocket expenses, any transfer taxes on including the resale reasonable fees and disbursements of any Public Units by them and the expenses of advertising any offering of the Public Units made by themcounsel for such Underwriters.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIUPlacement Agent, whether or not upon consummation of the transactions contemplated hereby are consummated or this Agreement is terminateda: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Units, Units to the Shares and the Warrants Purchasers and any taxes payable in that connection; (b) the costs incident to the registration Registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Units under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents transaction document by mail mail, telex or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Unitsif applicable, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses (including related fees and expenses of counsel for the Underwriters not to exceed $15,000Placement Agent) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the fees and expenses (including related fees and expenses of counsel to the Placement Agent) of qualifying the Units under the securities laws of the several jurisdictions as provided in Section 5(i) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agentagent of the Units; (i) the reasonable fees, trustee, warrant agent disbursements and escrow agent; expenses of counsel to the Placement Agent and (ij) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountantsaccountants and the travel and other expenses incurred by Company personnel in connection with any “road show”, if any, including, without limitation, any expenses advanced by the Placement Agent on the Company’s behalf (which will be promptly reimbursed)); provided that, except to the extent otherwise provided in this Section 5 6 and in Sections 9 8 and 1010 , the Underwriters Placement Agent shall pay their its own costs and expenses, including the fees and expenses of their its counsel. Notwithstanding the foregoing, any transfer taxes on in no event will the resale payment of any Public Units by them expenses under this Section 6 and the expenses Placement Fee result in underwriter’s compensation (as defined in FINRA Rule 5110) in excess of advertising any offering 8%; and in no event shall the Company be obligated to reimburse the Placement Agent pursuant to this Section 6 in an amount in excess of $100,000 in the Public Units made by themaggregate without the Company’s prior written consent.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether (a) Whether or not the transactions contemplated hereby by this Agreement are consummated or this Agreement is terminated: , the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses (atogether with any value added tax thereon) incidental to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident incidental to the authorization, issuance, sale, preparation and delivery of the Units, the Shares and the Warrants Notes and any taxes payable in that connection; (bii) the costs incident incidental to the registration preparation and printing of the Public UnitsPreliminary Offering Memorandum, the Public Shares any other Time of Sale Information and the Public Warrants Offering Memorandum (including any amendment or supplement thereto) and the shares of Common Stock underlying them) under the Securities Act and the Exchange Actdistribution thereof; (ciii) the costs incident of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ and the Initial Purchasers’ respective legal counsel (including EUR475,000 for the U.S. counsel to the Initial Purchasers plus reasonable disbursements, and the reasonable fees and disbursements of local counsel) and the fees and disbursements of external accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of the Registration Statement, each Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents by mail or other means of communications; (d) any applicable listing or other fees; (e) the fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (f) the fees and expenses a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRAInitial Purchasers); (gvi) any fees charged by rating agencies for rating the Notes and all fees and expenses relating to the rating agency process, including those incident to making presentations to the rating agencies; (vii) the cost of preparing and printing stock certificates; (h) all fees and expenses of the Company’s registrar and transfer agentTrustee, trusteethe Security Trustee, warrant conversion agent and escrow agentany paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the application for the Notes’ eligibility for clearance and settlement through DTC; (ix) all expenses incurred by the Company, the Guarantors and the Initial Purchasers in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Notes on PORTAL and the Conversion Shares on the NASDAQ Global Select Market; (xi) the costs of preparing certificates evidencing the Notes; (xii) the fees and expenses of any Authorized Agent (as defined in Section 14 hereof); (xiii) the costs and charges of any transfer agent or registrar; (xiv) all stamp or other issuance or transfer taxes or governmental duties, if any, payable by the Initial Purchasers in connection with the offer and sale of the Notes to the Initial Purchasers and resales by the Initial Purchasers to the purchasers thereof; (xv) all out-of-pocket costs and expenses incurred by the Initial Purchasers in connection with this Agreement and the transactions contemplated hereby (including reasonable fees and other charges of professional advisors subject to the cap on legal fees set out in Section 10(a)(iv)) not otherwise specifically provided for herein; and (ixvi) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of by the Company and the Guarantors of their respective obligations under this Agreement (including the fees and expenses of the Company’s counsel and the Company’s independent accountants); Transaction Documents, whether or not otherwise specifically provided that, except to the extent otherwise provided for in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by themSection.

Payment of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIUPlacement Agent, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the UnitsSecurities to the Purchasers, the Shares and the Warrants and any taxes payable in that connection; (b) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) Securities under the Securities Act and Act, to the Exchange Actextent applicable; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, each any Preliminary Prospectus, any Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein and the costs of printing, reproducing and distributing all underwriting documents related to the Offering and any closing documents transaction document by mail mail, telex or other means of communications; (d) any applicable listing or other fees; (e) the filing fees and expenses of qualifying the Units, the Shares and the Warrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; other costs (f) the fees and expenses (including related excluding fees and expenses of counsel for the Underwriters not to exceed $15,000Placement Agent, if any) incurred in connection with securing of any required review by FINRA of the terms of the sale of the Public Units Securities and making any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the filing fees and other costs (excluding fees and expenses of counsel to the Placement Agent, if applicable) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 5(i) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing stock certificatescertificates and Warrant agreements; (h) all fees and expenses of the Company’s registrar and transfer agentagent of the Preferred Stock, trusteeany registrar and transfer agent of the Common Stock, warrant and any registrar and transfer agent and escrow agentof the Warrants; and (i) all other costs and expenses of the Company incident to the offering of the Public Units Securities or the performance of the obligations of the Company under this Agreement (including including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountantsaccountants and the travel and other reasonable documented expenses incurred by Company personnel in connection with any “road show” including, without limitation, any expenses advanced by the Placement Agent on the Company’s behalf (which will be promptly reimbursed)); provided that, except to the extent otherwise provided in this Section 5 6 and in Sections 9 8 and 10, the Underwriters Placement Agent shall pay their its own costs and expenses. In addition, the Company will reimburse the Placement Agent for its reasonable out-of-pocket expenses, including the legal fees and expenses disbursements of their counsel, any transfer taxes on its counsel in connnection with the resale of any Public Units by them purchase and the expenses of advertising any offering sale of the Public Units made by themSecurities contemplated hereby; provided that such reimbursement obligation shall not exceed $100,000 in the aggregate.