Common use of Payment of Expenses Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Payment of Expenses. The Company shall pay the Underwriters a non-accountable expense allowance equal to one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering, respectively. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, and (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Underwriters Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Representative of such qualifications, registrations and exemptions exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to two hundred thousand dollars (such fees and expenses of counsel $200,000) including but not to exceed $10,000)limited to, (viA) the costs, fees and expenses of legal counsel incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken underwriters in connection with the offering of offering; (B) all third party due diligence include the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination cost of any electronic road showbackground checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, expenses associated with and (F) background check consultant. The Company has advanced eighty thousand dollars ($80,000) to 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 Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company and travel and lodging to the extent such out-of-pocket accountable expenses of are not actually incurred or are less than the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated advances in accordance with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showFINRA Rule 5110(g)(4).

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

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

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

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

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

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

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

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

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

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

Payment of Expenses. The Each of the Company and the Initial Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident the preparation and filing of the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum and any Company Additional Written Communications, and the printing and furnishing of copies of each thereof to the issuanceInitial Purchasers (including costs of mailing and shipment), (ii) the issue, sale and delivery of the Offered Shares (Securities including all printing any stock or transfer taxes and engraving costs) and any taxes stamp or similar duties payable in connection with upon the sale, issuance and sale or delivery of the Offered Shares Securities to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common SharesInitial Purchasers, (iii) all fees the producing, word processing and/or printing of this Agreement, the Registration Rights Agreement, the Indenture, the Securities and expenses the Exchange Securities, as well as any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Company’s counsel, independent public or certified public accountants Initial Purchasers (including costs of mailing and other advisorsshipment), (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution qualification of the Registration Statement Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including financial statements, exhibits, schedules, consents the legal fees and certificates filing fees and other disbursements of experts), counsel for the Time Initial Purchasers) and the printing and furnishing of Sale Prospectus, copies of any blue sky surveys or legal investment surveys to the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this AgreementInitial Purchasers, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part performance of the Offered Shares for offer and sale their obligations under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)Registration Rights Agreement, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution disbursements of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Trustee, (vii) the approval of the Securities by DTC for “book-entry” transfer, (viii) the rating of the Securities or the Exchange Securities, (ix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication meetings undertaken in connection with the offering marketing of the Offered Sharesoffering and sale of the Securities to prospective investors and the Initial Purchasers’ sales forces, including, without limitation, expenses associated with the preparation or dissemination out of any electronic road show, pocket expenses associated with the production of road show slides and graphics, fees travel, lodging and other expenses incurred by the officers of any consultants engaged the Company in connection with the road show presentations with and (x) the prior approval performance of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all Company’s other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showobligations hereunder.

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

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

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

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their the Company’s and the Selling Stockholders’ respective obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all issue, transfer, stamp and other similar taxes payable in connection with the sale of the Offered Shares by the Selling Stockholders to the Underwriters (other than taxes on the gain or income of the Selling Stockholders), (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions exemptions, provided that the aggregate attorneys’ fees and expenses pursuant to this clause (such vi) shall not exceed $10,000, (vii) the filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters (such reasonable fees and expenses of counsel for the Underwriters not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules with, FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in order to transport representatives of the Company and the Underwriters in connection with the road show (viiwith the hourly charges for flight time being limited to $1,300 per hour for a Falcon 50 aircraft or $1,700 per hour for a Falcon 900 aircraft), (ix) the fees and expenses associated with listing of counsel and other advisors for such Selling Stockholders, (x) expenses and taxes incident to the Common sale and delivery of the Offered Shares to be sold by such Selling Stockholders to the Underwriters hereunder (other than taxes on the NASDAQ gain or income of the Selling Stockholders) and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in 4, Section 7, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. This Section 4 shall not affect or modify any separate, New York State stock transfer taxes payable valid agreement relating to the allocation of payment of expenses between the Company, on resale of any of the Shares by themone hand, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholders, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares ADSs (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (iii) all fees and expenses of the Depositary related to the Offered ADSs, (iv) all necessary Transfer Taxes arising in respect of the issuance and sale of the Offered ADSs to the Underwriters and the initial sale and delivery by the Underwriters to the purchasers thereof in the manner contemplated by this Agreement (to the extent payment for the same has not already been made pursuant to Section 3(v)), (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivvi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Testing-the-Waters Communication, and all amendments and supplements thereto, and this Agreement, (vvii) all filing fees, reasonable and documented attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesADSs, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Testing-the-Waters Communication or any Section 5(d) Testing-the-Waters Oral Communication undertaken in connection with the offering of the Offered SharesADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (viithe remaining 50% of the cost of such aircraft to be paid by the Underwriters), and (ix) the fees and expenses associated with listing the Common Shares Offered ADSs on the NASDAQ and (ix) all other feesOrdinary Shares underlying the ADSs on the London Stock Exchange; provided, costs however, that the costs, fees and expenses of the nature referred to under the heading “Expenses of the Offering” counsel in clauses (vii) and (viii) shall in no event exceed $50,000 in the Registration Statementaggregate. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

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

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

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their the obligations of the Company and the Selling Stockholders hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the Representatives, preparing and printing a “"Blue Sky Survey” Memorandum," an "International Blue Sky Memorandum" or memorandum and a “Canadian wrapper”any other memoranda, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters Underwriters' Counsel in connection with determining their compliance with with, the rules NASD review and regulations approval of FINRA related to the Underwriters’ ' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Shares on the NASDAQ Nasdaq National Market, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 5 or in Section 6 or 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. This Section 5 shall not affect or modify any separate, New York State stock transfer taxes payable valid agreement relating to the allocation of payment of expenses between the Company, on resale of any of the Shares by themone hand, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholders, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

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

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

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

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

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

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

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

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

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

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

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

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Common Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by any of the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Common Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing quotation of the Common Shares on the NASDAQ Nasdaq Stock Market, Inc. and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer taxes payable on resale including but not limited to (i) fees and expenses of any counsel and other advisors for such Selling Stockholders, (ii) fees and expenses of the Custodian and (iii) expenses and taxes incident to the sale and delivery of the Common Shares to be sold by themsuch Selling Stockholders to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any advertising separate, valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholders, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company shall pay the Underwriters a non-accountable expense allowance equal to one percent (1%) of the gross proceeds from the Offering upon the Closing of the Offering, respectively. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all reasonable, actual and accountable costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation to, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent of the Common SharesOffered Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the Offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, and (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company Company, or the Underwriters Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Representative of such qualifications, registrations and exemptions exemptions, less any advances previously paid which as of the date hereof. The Company will also reimburse the Representative’s accountable expenses, promptly upon receipt of an invoice therefore, for out-of-pocket costs and expenses, in total up to one hundred and fifty thousand dollars (such fees and expenses of counsel $150,000) including but not to exceed $10,000)limited to, (viA) the costs, fees and expenses of legal counsel incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken underwriters in connection with the offering of offering; (B) all third party due diligence include the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination cost of any electronic road showbackground checks; (C) IPREO book-building and prospectus tracking software; (D) reasonable roadshow expenses; (E) preparation of bound volumes and Lucite cube mementos in such quantities as the underwriters including underwriter’s US & local counsel shall reasonably request, expenses associated with and (F) background check consultant. The Company has advanced one hundred thousand dollars ($100,000) to 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 Representative to partially cover its out-of-pocket accountable expenses. The advances will be returned to the Company and travel and lodging to the extent such out-of-pocket accountable expenses of are not actually incurred or are less than the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated advances in accordance with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showFINRA Rule 5110(g)(4).

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

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

Payment of Expenses. (a) The Company agrees to shall, regardless of whether the Offering contemplated by this Agreement and the Prospectus is consummated, be responsible for and shall pay all costs, fees and expenses incurred in connection with or incident to the performance of their obligations hereunder and in connection with the transactions contemplated herebyproposed Offering, including including, without limitation limitation, (iA) all expenses incident to the issuance, sale and delivery registration of the Offered Shares under the Act, (B) all costs of preparing stock certificates, including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (iiC) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiD) all fees and expenses of the Company’s 's counsel, the Company's independent public or certified public accountants and any other advisorsexperts retained by or on behalf of the Company in connection with the Offering, (ivE) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale ProspectusStatement, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, including, without limitation, any post-effective amendments, the blue sky memoranda and this Agreement, (vF) all the filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters Underwriter in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of eligibility for investment under the state securities or blue sky laws or the provincial other securities laws of Canada, and, if requested by such jurisdictions as the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)Underwriter may designate, (viG) the costs, all travel and lodging fees and expenses incurred by or on behalf of officers and representatives of the Underwriters Company in connection with determining their compliance with presentations to prospective purchasers of the rules Shares, (H) all word processing charges, messenger and regulations duplicating services, facsimile expenses and other customary expenses of FINRA the Company related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)proposed Offering, (viiI) the costs and expenses of the Company relating to investor presentations on any “road show”preparation and delivery to the Underwriter of five closing binders, any Permitted Section 5(d(J) Communication all applicable listing or any Section 5(d) Oral Communication undertaken in connection with other fees relating to the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination fees relating to quotation of any electronic road show, expenses associated with the production of road show slides Common Stock on the Nasdaq National Market and graphics, fees (K) all other costs and expenses of any consultants engaged in connection with incident to the road show presentations with the prior approval of performance by the Company and travel and lodging expenses such Selling Stockholders of the representativestheir obligations under this Agreement; provided, employees and officers of the Company and any such consultantshowever, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except that except as provided in this Section 4 or 6 and in Section 7, Section 9 or Section 10 hereof11, the Underwriters Underwriter shall pay their its own costs and expenses, including the fees costs and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showits counsel.

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

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

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

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesSecurities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants accountant and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationPreliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, reasonable travel and lodging expenses of the representativesRepresentative approved by the Company in advance, employees and officers of the Company and any such consultants, (viiix) the fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all fees and expenses associated with listing the Common Offered Shares and Warrant Shares on the NASDAQ and Nasdaq, (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, (xi) all actual and documented out-of-pocket expenses and all fees of the Underwriters’ legal counsel and other out-of-pocket expenses of the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives reasonably incurred in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Furtherthe transactions contemplated hereby; provided, that the amount payable in respect of expenses of the Underwriters pursuant to the foregoing clauses (vi), (vii) and (xi) in the aggregate shall not exceed $100,000, (xii) the costs and fees of any escrow agent and the Company will each pay 50actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and financing, which cost shall not exceed $15,950, (xiii) $50,000 to Xxxxxxxxxx for non-accountable expenses, and (xiv) a management fee to Xxxxxxxxxx equal to 1% of the costs of any jointly used chartered aircraft gross proceeds raised by the Company in the road showoffering on the Closing Date (assuming the public offering price). Any such amount payable to the Underwriters may be deducted from the purchase price for the Securities.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Underwriters, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication Communication, undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viiix) the fees and expenses associated with the registration of the Offered Shares under the Exchange Act and the listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 and Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

Payment of Expenses. The Company agrees and each of the Guarantors jointly and severally agree to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation limitation, (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and any other stamp taxes payable in connection with the issuance and sale of the Offered Shares Securities to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common SharesInitial Purchasers, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Pricing Circular and the Final Offering Circular (including financial statements, statements and exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, the Registration Rights Agreement, the Indenture, the Notes and Guarantees, (v) all filing fees, attorneys’ fees and expenses incurred by the Company Company, the Guarantors or the Underwriters Initial Purchasers (in the case of expenses incurred by the Initial Purchasers, in an amount not to exceed $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Securities for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several states of the United States, and, if requested the provinces of Canada or other jurisdictions designated by the RepresentativesInitial Purchasers (including, preparing without limitation, the cost of preparing, printing and printing a “Blue Sky Survey” mailing preliminary and final blue sky or memorandum and a “Canadian wrapper”, legal investment memoranda and any related supplements thereto, advising to the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000Pricing Circular or the Final Offering Circular), (vi) the costs, fees and expenses incurred by of the Underwriters Trustees, including the fees and disbursements of counsel for the Trustees in connection with determining their compliance with the rules and regulations of FINRA related to Indenture, the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees Securities and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)Exchange Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken fees payable in connection with the offering rating of the Offered Shares, including, without limitation, expenses associated Securities or the Exchange Securities with the preparation or dissemination of any electronic road showratings agencies, (viii) all fees and expenses associated with the production of road show slides and graphics, (including reasonable fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval counsel) of the Company and travel and lodging expenses the Guarantors in connection with approval of the representativesSecurities by the Depositary for “book-entry” transfer, employees and officers of the performance by the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ Guarantors of their respective other obligations under this Agreement and (ix) one-half of all other fees, costs and expenses incident to the “road show” for the offering of the nature referred to under Securities, including the heading “Expenses cost of the Offering” in the Registration Statementany chartered airplane or other transportation. Except as provided in this Section 4 or in Section 7and Sections 6, Section 8 and 9 or Section 10 hereof, the Underwriters Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

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

Payment of Expenses. The Company hereby agrees to pay all costs, fees costs and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (ia) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping distribution, and distribution mailing of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents and certificates of expertsthe Preliminary Prospectus(es), the Time of Sale any Permitted Free Writing Prospectus, the Prospectus, each free writing prospectus prepared by any amendments or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, this Agreement and this Agreementany related underwriting documents, including the cost of all copies thereof supplied to the Underwriter in quantities as hereinabove stated, (vb) the issuance, offer, sale, transfer, and delivery (as applicable) of the Shares, including any transfer or other taxes payable thereon, (c) the qualification of the Shares under applicable state blue sky or securities laws, including the costs of printing and mailing the preliminary and final blue sky memorandum and the disbursements in connection therewith, (d) the filing fees payable to the Commission, the NASD, and any jurisdictions in which qualification of the Shares is sought, (e) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act, (f) any fees relating to the listing of the Shares on The American Stock Exchange or any other market upon which the Company lists the Common Stock, (g) the cost of printing certificates representing the Shares, (h) the fees of the transfer agent for the Common Stock, (i) all filing feescosts associated with the Company’s “road show” with respect to the offer and sale of Shares as contemplated by the Prospectus, attorneys’ fees and (j) the reimbursement to the Underwriter for any and all expenses incurred by the Company or Underwriter related to the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested Shares as contemplated by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesProspectus, including, without limitationbut not limited to, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their the Underwriter’s counsel, New York State stock transfer taxes payable on resale up to a maximum of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show$100,000.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws Laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, in an amount not to exceed $7,500, (such vii) reasonable fees and expenses of the Underwriters including reasonable fees and expenses of the counsel to the Underwriters, payable upon the execution of this Agreement, in an amount not to exceed $10,000)150,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representativesRepresentative, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Ordinary Shares, (ii) all fees and expenses of the Depositary related to the Offered ADSs (including without limitation, the issuance fee and the expenses incurred by the Depositary in respect of the deposit of Ordinary Shares and issuance of the Offered ADSs), (iii) all fees and expenses of the Company’s counsel, counsel and independent public or certified public accountants and other advisors, and 50% of all fees and expenses of O’Melveny & Xxxxx LLP in its capacity as the U.S. counsel for the Selling Shareholders, provided that the Selling Shareholders shall pay a pro rata portion (based upon the number of Ordinary Shares to be sold by the Selling Shareholders as set forth in Schedule D) of the remaining fees and expenses of O’Melveny & Xxxxx LLP and shall pay all fees and expenses of their respective local counsel in connection with the offer and sale of the Offered ADSs, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the F-6 Registration Statement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses incurred by the Company Company, the Selling Shareholders or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares ADSs for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees exemptions, and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered SharesADSs, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) and the fees cost of any aircraft chartered in connection with the road show. Notwithstanding the foregoing, the Underwriters agree, on a pro rata basis, to reimburse the Company for certain expenses in such an aggregate amount as separately furnished in writing to the Company and expenses associated with listing the Common Shares Representatives. Such reimbursement shall be paid on the NASDAQ and (ix) all other fees, costs and expenses First Closing Date to the Company by the Representatives on behalf of the nature referred to under the heading “Expenses Underwriters. Each of the Offering” Underwriters agrees to be responsible for that portion of the reimbursement amount that is proportional to the amount of commissions paid to or received by each of the Underwriters out of the aggregate commissions paid to or received by the Underwriters in the Registration Statementconnection with this offering. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. This Section 4 shall not affect or modify any separate, New York State stock transfer taxes payable valid agreement relating to the allocation of payment of expenses between the Company, on resale of any of the Shares by themone hand, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection Selling Shareholders, on the other hand. The Selling Shareholders shall pay the underwriting discounts and commissions with respect to any road show or Section 5(d) Oral Communication presentation ADSs sold by them pursuant to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showthis Agreement.

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares Firm Securities (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesFirm Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Firm Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent registered public or certified public accountants accounting firm and other advisorsadvisors and finders, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares Firm Securities for offer and sale under the state securities or blue sky laws Laws or the provincial securities laws of CanadaCanadian Securities Laws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000)7,500, (vii) the costs reasonable, documented fees and expenses of the Company Underwriters including the reasonable, documented fees and expenses of the counsel to the Underwriters, including in connection with the review by FINRA of the terms of the sale of the Firm Securities, payable upon the execution of this Agreement, in an amount not to exceed $150,000, (viii) the costs and expenses relating to investor presentations on any “road show”Road Show, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsCompany, (viiix) the fees and expenses associated with listing the Common Shares Firm Securities on Nasdaq and the NASDAQ TSX, (x) a non-accountable expense allowance of the Representative in respect of the out-of-pocket costs (other than legal expenses) of the Underwriters, in an amount not to exceed $15,000, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Firm Securities. Except as provided in this Section 4 or in Section 7, Section 9 10 or Section 10 hereof11, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Common Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesShares of Beneficial Interest, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Common Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such provided, that the fees payable pursuant to this clause (vi) shall not exceed $ ), (vii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules NASD’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesCommon Shares (provided, including any related filing that the fees and the legal fees of, and disbursements by, counsel payable pursuant to the Underwriters this clause (such legal fees and expenses vii) shall not to exceed $15,000$ ), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing the Common Shares on the NASDAQ New York Stock Exchange, and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 31 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, ” and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such exemptions, provided that the aggregate attorneys’ fees and expenses of counsel not pursuant to exceed $10,000), this clause (vi) shall not exceed $15,000, (vii) the costsfiling fees incident thereto, fees and the reasonable costs and expenses incurred by the Underwriters in connection with determining their compliance with the rules FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and provided that the legal fees of, and disbursements by, counsel to the Underwriters (such legal aggregate attorneys’ fees and expenses pursuant to this clause (vii) shall not to exceed $15,000)25,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitationtravel and lodging expenses of the Representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (with the prior approval of the Company), with the other 50% being paid by the Underwriters (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 presentations, will be excluded from the prior approval of above list and settled directly by the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsUnderwriters)2, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NYSE, and (ixx) all other fees, costs and expenses of the nature referred to under the heading caption “Other Expenses of the OfferingIssuance and Distribution” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing preliminary prospectus prepared by or on behalf of, used by, or referred to by and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees incident to the NASD’s review and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees (viii) all transportation and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and other expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with the offering presentations to prospective purchasers of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer taxes payable on resale including, but not limited to, (i) fees and expenses of any special counsel and other advisors for such Selling Stockholders, (ii) fees and expenses of the Custodian and (iii) expenses and taxes incident to the sale and delivery of the Shares to be sold by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation such Selling Stockholders to potential investors. Further, the Underwriters and hereunder (which taxes, if any, may be deducted by the Company will each pay 50% Custodian under the provisions of the costs Section 2 of any jointly used chartered aircraft in the road showthis Agreement).

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer, stamp taxes or similar taxes in connection with the sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all reasonable and documented filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or securities, blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such vii) the filing fees incident to, and the reasonable and documented fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules FINRA’s review, if any, and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including Shares (provided that any related filing such fees and the legal fees of, and disbursements by, expenses of counsel to the Underwriters (such legal fees and expenses payable by the Company shall not to exceed $15,00030,000), (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, the travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants; provided that the Underwriters and the Company will each pay fifty percent (50%) of the cost of any aircraft chartered in connection with such “road show”, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NYSE and (ixx) all other fees, costs and expenses of the nature referred to under the heading caption “Expenses of Related to the Offering” in the Registration Statement. For the avoidance of doubt, except as provided in subsection (viii) of this paragraph, the Underwriters agree to pay all costs fees and expenses relating to their travel and lodging on any “road show” undertaken in connection with the offering of the Offered Shares. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Shareholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of its obligations under this Agreement that are not otherwise specifically provided for herein, New York State stock transfer including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Shareholder, and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Offered Shares to be sold by themthe Selling Shareholder to the Underwriters hereunder. This Section 4 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Shareholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by prepared, authorized or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadathe several jurisdictions as provided in Section 3(h) hereof, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)5,000, (vivii) the reasonable costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses relating to FINRA matters, in an amount not to exceed $15,000)10,000, (viiviii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, including expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ Nasdaq, and (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Any such amount payable to the Underwriters may be deducted from the purchase price for the Offered Shares to the extent invoiced prior to the First Closing Date or, with respect to the Option Shares, the Option Closing Date. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof10, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make counsel and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters travel and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showlodging expenses.

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, including the filing fees payable to the Commission relating to the Shares (within the time required by Rule 456(b)(1), if applicable), and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by such qualification or registration is required to sell the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiviii) the fees and expenses associated with listing including the Common Shares on the NASDAQ and (ix) all other feesNYSE, costs and expenses of the nature referred to under the heading “Expenses of the Offering” in the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.and

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated herebyhereunder, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and any expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters, (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iiiiv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, each preliminary prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations registrations, determinations and exemptions exemptions, (such vii) the fees and expenses associated with including the Offered Shares on the Nasdaq National Market, (viii) all other fees, costs and expenses referred to in Item 13 of Part II of the Registration Statement, (ix) fees and disbursements of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Shares in an amount not to exceed $15,000)300,000, (viix) all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, in connection with matters related to the Directed Shares which are designated by the Company for sale to Participants, (xi) fees and expenses of the Custodian and (xii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered SharesShares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with presentations, travel, lodging and other expenses incurred by the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsconsultants and the Underwriters, and the cost of any aircraft chartered (vii) the fees and expenses including all costs associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses use of any aircraft owned by an affiliate of the nature referred to under Company) in connection with the heading “Expenses of the Offering” in the Registration Statementroad show. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselcounsel subject to provision (ix) of this Section 4. [The Selling Stockholder further agree with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer including but not limited to (i) fees and expenses of counsel and other advisors for the Selling Stockholder and (ii) expenses and taxes payable on resale of any incident to the sale and delivery of the Offered Shares to be sold by themsuch Selling Stockholder to the Underwriters hereunder (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement). This Section 4 shall not affect or modify any advertising separate, valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholder, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.]

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

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationPreliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “"Blue Sky Survey” " or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel exemptions, in an amount not to exceed $10,000)7,500.00, (vivii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ ' participation in the offering and distribution of the Offered Shares, including any related filing filings fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses Underwriters, in an amount not to exceed $15,00015,000 (excluding filing fees), (viiviii) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares", including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and Company, reasonable travel and lodging expenses of the representativesRepresentative approved by the Company in advance, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing the Common Shares on the NASDAQ and Nasdaq, (ixx) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of Part II of the Offering” in Registration Statement and (xi) all actual and documented out-of-pocket expenses and all fees of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, Underwriter's legal counsel and other out-of-pocket expenses of the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives reasonably incurred in connection with any road show or Section 5(dthe transactions contemplated hereby; provided, that the amount payable pursuant to the foregoing clauses (vi), (vii), (viii) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show(xi) shall not exceed $75,000.

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

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and Company’s transfer agent of the Common Sharesagent, (iii) all fees and expenses of the Company’s counsel, independent public 2085477v11 or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Statements (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Preliminary Prospectus, each the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, fees and reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canadalaws, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” blue sky survey or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters Representative of such qualifications, registrations registrations, determinations and exemptions exemptions, (such vi) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with the rules with, FINRA’s review and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations and, with the prior approval of the Company and Company, travel and lodging expenses of the representatives, employees and officers of the Company and the Company’s share of the cost of any such consultantsaircraft chartered in connection with the road show, (viiviii) the fees and expenses associated with listing the Common Offered Shares on the NASDAQ NASDAQ, (ix) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Shares, and (ixx) all other fees, costs and expenses referred to in Item 14 of Part II of the nature referred to under the heading “Expenses of the Offering” in the Registration StatementStatements. Except as provided in this Section 4 6 or in Section 79, Section 9 or 10 and Section 10 11 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholders further agree to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer taxes payable on resale including but not limited to (i) fees and expenses of any counsel and of the Shares by themCustodian which shall be paid out of the Selling Stockholders' portion of the proceeds from the Offering; and (ii) fees and expenses of other advisors for such Selling Stockholders. This Section 6 shall not affect or modify any separate, any advertising valid agreement relating to the allocation of payment of expenses connected with any offers they may make between the Company, on the one hand, and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. FurtherSelling Stockholders, on the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road showother hand.

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including including, without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common SharesStock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the each Issuer Free Writing Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by Preliminary Prospectus and the Company, and each preliminary prospectus, each Permitted Section 5(d) CommunicationProspectus, and all amendments and supplements thereto, and this Agreement, (vvi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the RepresentativesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions (such fees and expenses of counsel not to exceed $10,000)exemptions, (vivii) the costs, filing fees incident to the NASD’s review and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations approval of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees (viii) all transportation and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and other expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with the offering presentations to prospective purchasers of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses associated with listing the Common Shares on the NASDAQ and (ix) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 14 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 74, Section 6, Section 8 and Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. The Selling Stockholder further agrees to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement which are not otherwise specifically provided for herein, New York State stock transfer taxes payable on resale including, but not limited to, (i) fees and expenses of any special counsel and other advisors for the Selling Stockholder, (ii) fees and expenses of the Custodian and (iii) expenses and taxes incident to the sale and delivery of the Shares to be sold by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation Selling Stockholder to potential investors. Further, the Underwriters and hereunder (which taxes, if any, may be deducted by the Company will each pay 50% Custodian under the provisions of the costs Section 2 of any jointly used chartered aircraft in the road showthis Agreement).

Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale issuance and delivery of the Offered Shares (including all printing and engraving costs) and any taxes payable in connection with the issuance and sale of the Offered Shares to the Underwriters), (ii) all fees and expenses of the registrar and transfer agent of the Common Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (iv) all fees and expenses of the Company’s 's counsel, independent public or certified public accountants and other advisors, (ivv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, Preliminary Prospectus and the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this AgreementAgreement (other than fees and expenses of Underwriters counsel), (vvi) all costs and expenses incurred by Underwriters counsel in connection with the Directed Share Program, (vii) all filing fees, attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of CanadaCanada or any other country, and, if requested by the Representatives, preparing and printing a “"Blue Sky Survey” ", an "International Blue Sky Survey" or memorandum and a “Canadian wrapper”other memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions exemptions, (such viii) the filing fees incident to, and the reasonable fees and expenses of counsel not to exceed $10,000), (vi) the costs, fees and expenses incurred by for the Underwriters in connection with determining their compliance with with, the rules National Association of Securities Dealers, LLC review and regulations approval of FINRA related to the Underwriters’ ' participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (such legal fees and expenses not to exceed $15,000), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viiix) the fees and expenses associated with listing including the Common Shares on the NASDAQ Nasdaq National Market, (x) all costs and expenses incident to the preparation and undertaking of "road show" presentations to be made to prospective investors, and (ixxi) all other fees, costs and expenses of the nature referred to under the heading “Expenses in Item 13 of the Offering” in Part II of the Registration Statement. Except as provided in this Section 4 or in Section 75, Section 9 or 6, and Section 10 7 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, New York State stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show or Section 5(d) Oral Communication presentation to potential investors. Further, the Underwriters and the Company will each pay 50% of the costs of any jointly used chartered aircraft in the road show.

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