Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Company covenants and agrees with each Agent that the Company will, whether or not the transactions contemplated by this Agreement are any sale of Notes is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the its obligations of the Company hereunder and under this any applicable Terms Agreement, including, including without limiting the generality of the foregoing, the followingall costs and expenses: (i) all expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including stock transfer taxesin each case all exhibits, if anyamendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the delivery registration or qualification and determination of eligibility for investment of the Firm Shares and Option Shares to Notes under the Underwriterslaws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (ii) all including fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in Agents (iiior such Agent) belowand their disbursements); (v) in connection with the preparationlisting of the Notes on any stock exchange; (vi) related to any filing with the Financial Industry Regulatory Authority, printingInc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, filingthe Indenture, delivery any Blue Sky Memoranda and shipping any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement (including Statement, the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus General Disclosure Package and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documentsProspectus, including Underwriters' Questionnairesmailing and shipping, Underwriters' Powers as herein provided; (viii) payable to rating agencies in connection with the rating of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members Notes; (including costs of shipment and delivery), (iiiix) all filing fees and the reasonable fees and disbursements of Representative's counsel for the Agents incurred in connection with the qualification offering and sale of the Securities under state securities laws as provided in Section 4.2 hereofNotes, (iv) the filing fees of the Commission including any opinions to be rendered by such counsel hereunder; and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees any advertising and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyAgents.

Costs and Expenses. Whether or not The Partnership will bear and pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementUnits and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Units, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants Partnership’s counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus Supplement, the Final Prospectus, each Issuer Free Writing Prospectus and the Prospectus as amended any amendments or supplemented, supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnairesthe Selected Dealer Agreement, Underwriters' Underwriter’s Questionnaires and Powers of Attorney, Attorney and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the offering material to selling group members (including costs of shipment and delivery)foregoing, (iiic) all filing fees the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states and other jurisdictions, including the fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofpreparing any Blue Sky Memoranda or related analysis, (ive) the filing fees of the Commission FINRA (if any) and NASDfees and disbursements of counsel to the Underwriters relating to any review of the offering by the FINRA, (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Units, including transfer agent and any other securities exchangeregistrar fees, (vig) the cost all travel expenses, including air fare and accommodation expenses, of printing certificates representing the Common Stock, (vii) the cost and charges representatives of the transfer agent or registrarPartnership in connection with the offering of the Units, and (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xh) all fees and costs for due diligence information, examinations, (xi) of the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance by the Partnership of the obligations registration and offering of the Company hereunder which are not Units; provided, that (except as otherwise provided for in this section. In additionSection 7) the Underwriters will bear and pay all of its own costs and expenses, including the Company shall also pay you, individually fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth in Section 6 herein is not fulfilled’ counsel, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket Underwriters’ transportation expenses (including fees and disbursements of its counsel) actually any advertising costs and expenses incurred by the Representative in connection with Underwriters incident to the investigation, preparing to market and marketing public offering of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnits.

Costs and Expenses. Whether or not the transactions contemplated by in this Agreement are consummatedconsummated or this Agreement is terminated, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholder under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses accounting fees of the Company; (including stock transfer taxes, if anyii) incurred the fees and disbursements of counsel for the Company and one counsel for the Selling Shareholder in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and amendments and supplements to any of the foregoing; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey or Legal Investment memorandum and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) all costs and expenses related to the transfer and delivery of the Firm Shares and Option Shares to the Underwriters, ; (iivi) all fees and expenses (including, without limitation, fees and expenses the cost of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) printing or producing any Blue Sky or Legal Investment memorandum in connection with the preparation, printing, filing, delivery offer and shipping sale of the Registration Statement (including the financial statements therein Shares under state securities laws and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred expenses in connection with the qualification of the Securities Shares for offer and sale under state securities laws as provided in Section 4.2 4(iii) hereof, (iv) the including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum; (vii) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the Commission and NASD, (v) the fees and expenses of inclusion offering of the Common Stock on NASDAQ NMS as well as and any other securities exchangeShares by the National Association of Securities Dealers, Inc.; (viviii) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, Shares; (ix) the costs and charges of preparingany transfer agent, printing and distributing bound volumes for the Representative and its counsel, registrar or depositary; (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of materials related to road show slides and travel graphics, fees and expenses incurred by of any consultants engaged in connection with the road show presentations with the prior written approval of the Company's management , travel and you in connection withlodging expenses of the representatives and officers of the Company and any such consultants, the various meetings to be held between the Company's management and prospective investors; and (xiixi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which are provision is not otherwise provided for made in this sectionSection. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased Any transfer taxes imposed on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters will be paid by the Selling Shareholder. The Company shall not, however, be required to pay for herein is not consummated by reason any of any termination of the Underwriters expenses (other than those related to qualification under NASD regulation and State securities or Blue Sky laws as stated above) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or any Selling Shareholder to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Shareholder shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative)several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. You agree The provisions of this Section 5 shall not supersede or otherwise affect any agreement that any portion the Company and the Selling Shareholder may otherwise have for the allocation of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyamong themselves.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus and this Agreement; the filing fees of the Commission; the filing fees, costs and expenses (including reasonable fees and disbursements of Underwriters’ counsel) incident to securing any required review by FINRA of the terms of the sale of the Units; the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; the registration of the Securities under the Exchange Act and the quotation of the Securities on the OTC Bulletin Board; the printing and delivery of a blue sky memorandum and the Secondary Market Trading Survey (as defined in Section 6(i) hereof); and any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and fees for counsel relating to such memorandum, survey, registration and qualification up to a maximum of $40,000). Notwithstanding the foregoing, (i) all the Underwriters will reimburse the cost of any chartered aircraft incurred by or on behalf of the Company in connection with presentations to prospective purchasers of the Units (the “Roadshow”) up to the equivalent commercial airfare expenses for the Underwriters traveling on the chartered aircraft; (including stock transfer taxes, if anyii) each party will pay for their own hotel and commercial airfare expenses incurred in connection with the delivery of the Firm Shares Roadshow; and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) all other incidental costs and expenses in connection with the preparationRoadshow will be paid by the Underwriters. The Company shall not, printinghowever, filing, delivery and shipping be required to pay for any of the Registration Statement (including the financial statements therein Underwriters’ expenses except as otherwise specifically provided herein and all amendments and exhibits thereto)except that, each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of if this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting shall not be consummated because the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided conditions in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which 6 hereof are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated satisfied by reason of any termination of this Agreement pursuant to Section 10.2 hereof, failure or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure or because refusal is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Units or in contemplation of performing its their obligations hereunder, such reimbursement . The Company shall not be required to exceed in pay for any of the aggregate $65,000. You acknowledge that $45,000 has been paid to you Underwriters’ expenses if this Agreement is terminated pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanySection 9 or Section 12 hereof.

Costs and Expenses. Whether or not (a) The Company agrees to pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident relating to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing matters: (i) all expenses the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including stock transfer taxesfinancial statements and exhibits thereto), if anyeach Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) incurred the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Firm Shares Securities, including any stamp or transfer taxes in connection with the original issuance and Option Shares to sale of the Underwriters, Securities; (iiiv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the American Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding reasonable fees and expenses of counsel for the UnderwritersUnderwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives, except as provided in (iii) below) but not the Representative or its representatives, in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement “road show” presentations; (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (vix) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, ’s accountants and the fees and expenses of counsel (ixincluding local and special counsel) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xiix) all other costs and expenses incident to the performance of the obligations of by the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Company covenants and agrees with each Agent that the Company will, whether or not the transactions contemplated by this Agreement are any sale of Notes is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the its obligations of the Company hereunder and under this any applicable Terms Agreement, including, including without limiting the generality of the foregoing, the followingall costs and expenses: (i) all incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Prospectus and any preliminary prospectus (including stock transfer taxesin each case all exhibits, if anyamendments and supplements thereto), (iii) incurred in connection with the delivery registration or qualification and determination of eligibility for investment of the Firm Shares and Option Shares to Notes under the Underwriterslaws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (ii) all including fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the UnderwritersAgents (or such Agent) and their disbursements), except as provided in (iii) belowiv) in connection with the preparationlisting of the Notes on any stock exchange, printing(v) related to any filing with National Association of Securities Dealers, filingInc., (vi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and shipping any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documentsProspectus, including Underwriters' Questionnairesmailing and shipping, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)as herein provided, (iiivii) all filing fees and payable to rating agencies in connection with the rating of the Notes, (viii) the fees and disbursements of Representative's counsel for the Agents incurred in connection with the qualification offering and sale of the Securities under state securities laws as provided in Section 4.2 hereofNotes, (iv) the filing fees of the Commission including any opinions to be rendered by such counsel hereunder and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing any advertising and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyAgents.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay all costs, costs and expenses and fees incident to the performance of the Company’s obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred Agreement and in connection with the delivery of the Firm Shares and Option Shares transactions contemplated hereby, including but not limited to the Underwriters, (ii) all fees and expenses (including, without limitation, fees costs and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in or relating to (iiii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement Statement, any issuer free writing prospectus and the Prospectus, and any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent and dealers (including the financial statements therein costs of mailing and all amendments and exhibits theretoshipment), each Preliminary Prospectus (ii) the registration, issue, sale and delivery of the Prospectus as amended Securities including any stock or supplementedtransfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities and the printing, delivery and delivery, shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)certificates representing the Securities, (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion any transfer agent or registrar for the Securities, (iv) fees, disbursements and other charges of counsel to the Company, (v) listing fees, if any, for the listing or quotation of the Common Stock Shares and Warrant Shares on NASDAQ NMS as well as and any other securities exchangethe Nasdaq, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost fees and charges disbursements of the transfer agent or registrarCompany’s auditor incurred in delivering the letters described in Section 5(i) hereof, and (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, connection with the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% marketing of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If Offering and the sale of the Securities provided for herein is to prospective investors including, but not consummated by reason of limited to, those related to any termination of this Agreement pursuant to Section 10.2 hereof, presentations or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative meetings undertaken in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companytherewith.

Costs and Expenses. Whether The Partnership agrees, whether or not the transactions contemplated by this Agreement are consummatedconsummated or this Agreement is terminated, to pay the Company will pay all costs, costs and expenses and fees incident relating to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing matters: (i) all expenses the authorization, issuance, sale and delivery of the Units and any taxes payable in that connection; (ii) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including stock transfer taxesfinancial statements and exhibits thereto), if anyany Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) incurred the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Units; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Firm Shares Units, including any stamp or transfer taxes in connection with the original issuance and Option Shares to sale of the UnderwritersUnits; (v) services provided by the transfer agent or registrar; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (iior reproduced) all and delivered in connection with the offering of the Units; (vi) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vii) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding reasonable fees and expenses of counsel for the Underwriters, except as provided in Underwriters relating to such registration and qualification); (iiiviii) belowany filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (ix) the transportation and other expenses incurred by or on behalf of Partnership representatives in connection with the preparation, printing, filing, delivery and shipping presentations to prospective purchasers of the Registration Statement Units; (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (vx) the fees and expenses of inclusion the Partnership’s accountants and the fees and expenses of the Common Stock on NASDAQ NMS as well as counsel (including local and any other securities exchange, (vispecial counsel) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsPartnership; and (xiixi) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise DCP Parties under this Agreement; provided for that, except as provided in this section. In additionSection 5(j) and in Section 7, the Company Underwriters shall also pay youtheir own costs and expenses, individually including the costs and not in your capacity as Representativeexpenses of their counsel, at any transfer taxes on the applicable Closing Date, a non-accountable expense allowance equal to 2% Units which they may sell and the expenses of advertising any offering of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated Units made by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Selling Shareholders and the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Shareholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto (other than additional costs for rush delivery, if applicable, which the Underwriters shall pay); (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxesreasonable legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares, provided that the reimbursement obligation for such fees and expenses does not exceed $15,000; (viii) all expenses and application fees related to the listing of the Shares on of the NASDAQ Global Select Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters), except as provided in that the reimbursement obligation for such fees and expenses does not exceed $5,000. The Underwriters will pay (iiii) below) all roadshow expenses, including all of travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplementedroadshow to potential investors, and including one-half the printing, delivery and shipping cost of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred aircraft chartered in connection with the qualification roadshow (and the Company will pay the remainder, including travel expenses of the Securities under state securities laws as provided in Section 4.2 hereof, Company’s employees) and (ivii) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings conducting market data or research to be held between included in the Company's management and prospective investors; and (xii) all General Disclosure Package other costs and expenses incident to the performance of the obligations of than that which the Company hereunder which are not otherwise provided for in this sectionhas already purchased. In addition, The Selling Shareholders and the Company shall also not, however, be required to pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% for any of the initial public offering price of Underwriter’s expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the Securities purchased on such Closing Date (including Option Shares purchased pursuant to conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Underwriter, including without limitation a default pursuant to Section 6 herein is not fulfilled8, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Shareholders shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholder; (iii) except to the extent paid by the Sellers as described below, all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer taxes payable thereon; (iv) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the 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, travel and lodging expenses of the representatives and officers of the Company and any such consultants (it being understood that the Company and the Underwriters shall each bear half the costs, respectively, associated with the cost of aircraft chartered in connection with the road show and that the Underwriters shall bear the cost of any other travel and lodging expenses they incur); (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxeslegal fees and disbursements in an amount not to exceed $40,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding reasonable related fees and expenses of counsel for the Underwriters) in an amount not to exceed $15,000. To the extent, except as provided in (iii) below) if at all, that the Selling Stockholder engages special legal counsel to represent them in connection with the preparationthis offering, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you counsel shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred be borne by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased Any transfer taxes imposed on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters by the Sellers will be paid by the Sellers pro rata. The Sellers shall not, however, be required to pay for herein is any of the Underwriter’s expenses (other than those related to qualification under FINRA regulation (including legal fees and disbursements in an amount not consummated by reason of any termination of to exceed $40,000) and state securities or Blue Sky laws (in an amount not to exceed $15,000)) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 hereof, 10 hereof or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable out-of-pocket expenses (expenses, including reasonable fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Stockholder shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay or cause to be paid all costs, expenses and fees in connection with the offering or incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (ia) all expenses (including stock any transfer taxes, if any) incurred in connection with the delivery to the Representative of the Firm Shares and Option Shares to the Underwriters, Stock sold hereunder; (iib) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) belowRepresentative) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus Prospectuses and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, any Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members ; (including costs of shipment and delivery), (iiic) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities Stock under the applicable state securities laws as provided in Section 4.2 hereof, laws; (ivd) the filing and listing fees of the Commission and Commission, NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as Nasdaq, and any other securities exchange, similar entity in connection with the offering; (vie) the cost of printing certificates representing the Common Stock, ; (viif) the cost costs and charges of the any transfer agent or registrar, ; (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ixg) the costs of preparing, printing and distributing bound volumes for the Representative and its their counsel, ; and (x) all fees and costs for due diligence information, examinations, (xih) the costs and expenses associated with the production of materials related to and travel expenses incurred placing "tombstone advertisements" in any publications which may be selected by the Company's management Representative, and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder under this Agreement which are not otherwise provided for in this sectionSection. In additionThe Company shall use a printer acceptable to the Representative. Any transfer taxes imposed on the sale of the Stock to the Representative will be paid by the Company. Additionally, the Company shall also pay you, individually and not in your capacity as Representative, at to the applicable Closing Date, Representative a non-accountable expense allowance equal to 2of 3% of the initial public offering price gross amount to be raised hereunder, payable at the -13- Closing(s), of which $25,000 has already been paid by the Company in connection with this offering. Any amounts advanced, on a non-accountable basis, to the Representative on or before the date hereof, which shall be credited to the allowance noted above. This expense allowance is in addition to the Representative's discount. The Representative shall be responsible for the fees of its counsel, except as noted otherwise in this Section 5. The Company shall not be required to pay for any of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to Representative's other expenses, except that if this Agreement shall not be consummated because the option granted conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 6 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure to satisfy said condition or because any condition to comply with said terms be due solely to the default of the Underwriters' obligations set forth in Section 6 herein is not fulfilledRepresentative, then the Company shall reimburse the Representative solely on an accountable basis for all of Representative's accountable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Units or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, or reimburse if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred paid by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) Placement Agent all other actual out-of-pocket costs and expenses incident to the performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (a) all filing fees and communication expenses relating to the registration of the Shares to be sold hereunder which are not otherwise provided with the Commission; (b) all COBRADesk filing fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing of such Shares on the Nasdaq Capital Market; (c) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel, if applicable (d) the costs of all mailing and printing of the transaction documents (including, without limitation, this agreement, any Blue Sky Surveys), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; (e) the costs of preparing, printing and delivering certificates representing the Shares; (f) fees and expenses of the transfer agent for the Ordinary Shares; (g) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent; (h) the costs associated with post-Closing advertising the Offering in this sectionthe national editions of the Wall Street Journal and New York Times; (i) the fees and expenses of the Company’s accountants; (j) the fees and expenses of the Company’s legal counsel and other agents and representatives; (k) travel, lodging and other expenses incurred by the officers of the Company and the cost of any aircraft or other transportation chartered by the Company in connection with any road show. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative Placement Agent for all its actual out of Representative's accountable out-of-pocket expenses (with supporting invoices/receipts), up to $15,000. Except as provided in the penultimate sentence of this Section 4, the Placement Agent shall pay its own expenses, including the fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay (directly or by reimbursement) all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery accounting fees of the Firm Shares Company; the fees and Option Shares disbursements of counsel for the Company; the cost of preparing, printing and filing of the Registration Statement, Preliminary Prospectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Underwriters and dealers of copies thereof and of this Agreement, the Agreement Among Underwriters, any Selected Dealers Agreement, the Underwriters' Selling Memorandum, the Invitation Letter, the Power of Attorney, the Blue Sky Memorandum and any supplements or amendments thereto (ii) all fees and expenses (includingexcluding, without limitationexcept as provided below, fees and expenses of counsel to the Company's accountants and counsel, but excluding Underwriters); the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with incident to securing any required review by the preparation, printing, filing, delivery and shipping NASD of the Registration Statement (terms of the sale of the Shares; listing fees, if any, transfer taxes and the expenses, including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and reasonable fees and disbursements of Representative's counsel for the Underwriters incurred in connection with the qualification of the Securities Shares under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) or Blue Sky laws; the fees and expenses of inclusion incurred in connection with the designation of the Common Stock Shares on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) The Nasdaq National Market; the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) preparing stock certificates; the costs and expenses associated with the production fees of materials related to any registrar or transfer agent and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this sectionSection 6. In addition, the Company shall will pay all travel and lodging expenses incurred by management of the Company in connection with any informational "road show" meetings held in connection with the offering and will also pay youfor the preparation of all materials used in connection with such meetings. The Selling Shareholders will pay the fees and expenses of any separate counsel retained by them in connection with the transactions contemplated hereby. The Company and the Selling Shareholders shall not, individually and not in your capacity as Representativehowever, at the applicable Closing Date, a non-accountable expense allowance equal be required to 2% pay for any of the initial public offering price Underwriters' expenses (other than those related to qualification of the Securities purchased on such Closing Date (including Option Shares purchased pursuant under state securities or Blue Sky laws and those incident to securing any required review by the option granted pursuant to Section 2 hereof). If NASD of the terms of the sale of the Securities provided for herein is not consummated by reason of any termination shares but including, without limitation, the Underwriter expenses specified in Section 5(e) of this Agreement) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof (other than the condition in Section 7(d)) are not satisfied or because this Agreement is terminated by the Representatives pursuant to clause (i) of Section 10.2 11(a) hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any agreement on its part to be performed hereunder undertaking or because satisfy any condition of this Agreement or to comply with any of the Underwriters' obligations set forth in Section 6 herein is not fulfilledterms hereof on their respective parts to be performed, unless such failure to satisfy said condition or to comply with said terms shall be due to the default or omission of any Underwriter, then the Company shall promptly upon request by the Representatives reimburse the Representative several Underwriters for all of Representative's accountable appropriately itemized out-of-pocket expenses (accountable expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Shareholders shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether The Company covenants and agrees with each Underwriter that the Company will, whether or not any sale of the transactions contemplated by this Agreement are Shares is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the its obligations of the Company under this Agreementhereunder, including, including without limiting the generality of the foregoing, the followingall costs and expenses: (i) all expenses incident to the preparation, issuance, execution, authentication and delivery of the Shares; (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Disclosure Package, the Prospectus and any preliminary prospectus (including stock transfer taxesin each case all exhibits, if anyamendments and supplements thereto); (iii) the fees and disbursements of the Company’s counsel and accountants and of the Transfer Agent and the Depositary and their respective counsel; (iv) incurred in connection with the delivery registration or qualification and determination of eligibility for investment of the Firm Shares and Option Shares to under the Underwriters, laws of such jurisdictions as the Underwriters may designate (ii) all including fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in Underwriters (iiior such Underwriter) belowand their disbursements); (v) in connection with the preparation, printing, listing of the Shares on any stock exchange; (vi) related to any filing, delivery and shipping of if any, with the Registration Statement Financial Industry Regulatory Authority (including up to $5,000 of fees of counsel for the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members their disbursements); (including costs of shipment and delivery), (iiivii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification printing (including word processing and duplication costs) and delivery of this Agreement the Deposit Agreement, the Disclosure Package, any blue sky memoranda and any legal investment survey and the furnishing to the Underwriters copies of the Securities under state securities laws Registration Statement, the Disclosure Package and the Prospectus, including mailing and shipping, as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, herein provided; (viii) the costs of "tombstone" advertisements payable to rating agencies in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated connection with the production rating of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsShares; and (xiiix) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this sectionSection 7. In additionIt is understood, however, that, except as provided in this Section 7, and Section 9 and 12 hereof, the Company shall also Underwriters will pay youall of their own costs and expenses, individually and not in your capacity as Representativeincluding the fees of their counsel, at the applicable Closing Date, a non-accountable expense allowance equal to 2% transfer taxes on resale of any of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of them, and any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of advertising expenses connected with any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyoffers they may make.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses, provided, however, that the Underwriters and the Company agree that the Underwriters shall be responsible for the payment of the Underwriters’ food and lodging expenses and fifty percent (50%) of the cost of aircraft and other transportation chartered in connection with the road show; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxeslegal fees and disbursements of counsel for the Underwriters in an amount not to exceed $25,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the NASDAQ Global Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparationan amount not to exceed $15,000. The Company shall not, printinghowever, filing, delivery and shipping be required to pay for any of the Registration Statement Underwriter’s expenses (including the financial statements therein other than those related to qualification under FINRA regulation and all amendments and exhibits thereto)state securities or Blue Sky laws) except that, each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of if this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting shall not be consummated because the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided conditions in Section 4.2 hereof6 hereof are not satisfied, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred because this Agreement is terminated by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the SecuritiesShares. Except as provided in this Section 5, as contemplated by this Agreementthe Underwriters shall pay their own expenses, is not consummated for any reason shall be repaid to including the Companyfees and disbursements of their counsel.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (ia) accounting fees of the Company; (b) the fees and disbursements of counsel for the Company; (c) all costs and expenses (including stock related to the transfer taxes, if any) incurred in connection with the and delivery of the Firm Shares and Option Shares to the Underwriters, including any transfer or other taxes payable thereon; (iid) all any roadshow expenses (except roadshow expenses incurred by the underwriters); (e) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (f) the filing fees of the Commission; (g) the filing fees and expenses (including, without limitation, fees including reasonable and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and documented legal fees and disbursements up to $25,000) incident to securing any required review by FINRA of Representative's counsel the terms of the sale of the Shares; (h) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Select Market; (i) the cost of printing certificates, if any, representing the Shares; (j) the costs and charges of any transfer agent, registrar or depositary; and (k) the expenses incurred in connection with the qualification of the Securities Shares under foreign or state securities or Blue Sky laws as provided in Section 4.2 hereofand the preparation, printing and distribution of a Blue Sky memorandum (iv) including the filing fees of the Commission reasonable and NASD, (v) the documented related fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes counsel for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related Underwriters up to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof$15,000). If Any transfer taxes imposed on the sale of the Securities provided Shares to the several Underwriters will be paid by the Selling Shareholders selling such Shares. Neither the Company nor the Selling Shareholders shall, however, be required to pay for herein is not consummated by reason any of any termination of the Underwriter’s costs or expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 10.2 12 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company Selling Shareholders shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including reasonable and documented fees and disbursements of its one counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement not ; but neither the Company nor the Selling Shareholders shall in any event be liable to exceed in any of the aggregate $65,000several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. You acknowledge that $45,000 has been paid to you pursuant Notwithstanding anything to the contrary in this Section 5, the Company's prior agreement to be applied against , on the expense allowance (one hand, and which the Underwriters, on the other hand, shall be applied toward such reimbursement share equally any third party costs of private aircraft incurred by or on behalf of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if Company in connection with the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyroadshow.

Costs and Expenses. (a) Whether or not the transactions contemplated by this Agreement are becomes effective or the sale of the Shares is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the obligations of this Agreement by the Company under this Agreement, including, without limiting but not limited to: the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for to the Underwriters, except as provided in (iii) below) in connection with Company and of the Company's accountants; the costs and expenses incident to the preparation, printing, filing, delivery filing and shipping mailings or other distribution under the Act of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus Prospectus, as amended or supplemented, and supplemented (by post-effective amendment or otherwise); the printing, delivery and shipping fee of this Agreement and other underwriting documentsthe NASD in connection with the filing required by the NASD relating to the offering of the Shares contemplated hereby; all expenses, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and reasonable fees and disbursements of Representative's counsel incurred to the Underwriter, in connection with the qualification of the Securities Shares under the state securities or blue sky laws as provided in Section 4.2 hereof, (iv) which the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) Underwriter shall designate; the cost of printing and furnishing to the Underwriter copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, this Agreement, and a Blue Sky Memorandum (all in such quantities as the Underwriter may reasonably request); any fees relating to the listing of the Shares on any securities exchange or trading media the Underwriter may request; the fees of the transfer agent; the cost of printing the certificates representing the Common StockShares; fees for sets of bound volumes and prospectus lucite "cubes" or other memorabilia, (vii) all in such quantities as the cost and charges Underwriter may reasonably request); reasonable travel expenses of the transfer agent or registrar, Underwriter and the Underwriter's counsel (viiii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at to visit the Company's requestfacilities and meet with Company personnel, counsel and independent chartered accountants, (ixii) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, meetings at locations selected by the Underwriter and (xiii) the costs and expenses associated for "road shows" in connection with the production of materials related Offering (provided that the Company shall not be required to and reimburse the Underwriter for travel expenses incurred by in excess of $25,000 in the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsaggregate); and the cost of placing tombstone advertisements in The Wall Street Journal and The New York Times. The Company shall pay any and all taxes (xiiincluding any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales hereunder. The Company will also pay all other costs and expenses incident to the performance furnishing of any amended Prospectus or of any supplement to be attached to the obligations of the Company hereunder which are not otherwise provided Prospectus as called for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination 3(a) of this Agreement pursuant to Section 10.2 hereofAgreement, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations except as otherwise set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companysaid section.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Shareholders; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any blue sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxeslegal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof; and (xii) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or blue sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a blue sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters, except as ); provided in (iii) below) in connection that the amount payable by the Company with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material respect to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel for the Underwriters incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, pursuant to subsections (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are shall not otherwise provided for in this sectionexceed $35,000. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased Any transfer taxes imposed on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters will be paid by the Sellers pro rata. The Sellers shall not, however, be required to pay for herein is not consummated by reason any of any termination of the Underwriter’s expenses except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 11(i) hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Shareholders shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereby are consummated or this Agreement are consummatedis terminated, agrees to bear and pay the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementShares and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the several Underwriters of the Firm Shares and Option Shares to Shares, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto (except as otherwise expressly provided in Section 5(d) hereof) and, if applicable, the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters' Questionnaires, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney, Attorney and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the offering material to selling group members (including costs of shipment and delivery)foregoing, (iiic) all filing fees the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states and other jurisdictions, including the reasonable fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofpreparing any Blue Sky Memoranda or related analysis, (ive) the filing fees of the Commission and NASD, (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Shares, including transfer agent and any other securities exchangeregistrar fees, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xg) all fees and costs expenses relating to the listing of the Shares for due diligence information, examinationstrading on the New York Stock Exchange, (xih) all reasonable travel expenses, including air fare and accommodation expenses, of representatives of the costs and expenses associated Company in connection with the production offering of materials related to and travel expenses incurred by the Company's management and you in connection withShares, the various meetings to be held between the Company's management and prospective investors; and (xiii) all of the other costs and expenses incident to the performance by the Company of the obligations registration and offering of the Company hereunder which are not otherwise provided for in this section. In additionShares; provided, that the Company shall also Underwriters will bear and pay you, individually the fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth counsel (except as provided in this Section 6 herein 11), the Underwriters' out-of-pocket expenses, and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Shares. If this Agreement is not fulfilledterminated by you in accordance with the provisions of Section 10(b), the Company shall reimburse the Representative Underwriters for all of Representative's accountable their out-of-pocket expenses (expenses, including the reasonable fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant counsel to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriters.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the (a) The Company will pay all costs, costs and expenses and fees incident to the performance by it of the its obligations of the Company under this Agreementhereunder, including, without limiting the generality of the foregoing, the following: including (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery printing and shipping filing of the Registration Statement (including the financial statements therein and exhibits), each preliminary prospectus, the Prospectus and all amendments and exhibits thereto)supplements to any of the foregoing, each Preliminary Prospectus and during the Prospectus as amended or supplementedperiod specified in Section 6(e) above but not exceeding nine months after the date on which the Units are first offered to the public, and (ii) the preparation, printing, authentication, issuance and delivery of certificates for the Series B Preferred Stock and shipping of this Agreement and other underwriting documentsWarrants, including Underwriters' Questionnaires, Underwriters' Powers any stamp tax in connection with the original issuance of Attorney, Blue Sky Memoranda, Agreements Among Underwriters the Series B Preferred Stock and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)Warrants, (iii) all filing fees the preparation and delivery of the preliminary and supplemental Blue Sky memoranda (including the reasonable fees and disbursements of Representative's counsel incurred in connection with for the qualification of the Securities under state securities laws as provided in Section 4.2 hereofUnderwriter relating thereto), (iv) the filing fees registration or qualification, if required, of the Commission Units for offer and NASDsale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of inclusion the Underwriter’s counsel in connection with due diligence, review of the Common Stock on NASDAQ NMS as well as Registration Statement and any other securities exchangethe Prospectus, FINRA filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the cost fees and expenses of printing certificates representing the Common StockCompany’s accountants and the fees and expenses of counsel for the Company, (vii) during the cost period specified in Section 6(e) above but not exceeding nine months after the date on which the Units are first offered to the public, delivery to the Underwriter and charges selected dealers through whom Units may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the transfer agent Registration Statement, the Prospectus, each preliminary prospectus and amendments or registrarsupplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Units may be sold in connection with the offering and sale of the Units and during such period of time thereafter as the Prospectus is required, in the judgment of the Company or in the opinion of counsel for the Underwriter, to be delivered in connection with the offer and sale of the Units by you and by selected dealers, (viii) filing fees with FINRA in connection with the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's requestPublic Offering, (ix) filing fees and costs associated with the costs inclusion of preparing, printing the Series B Preferred Stock and distributing bound volumes Warrants for trading on the Representative and its counselNASDAQ Global Market, (x) the costs of all fees and costs for informational and/or investor due diligence information, examinations, meetings and (xi) the performance by the Company of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not except as otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by Offering is consummated or this Agreement are consummatedis terminated, the Company will pay or reimburse if paid by the Representative all costs, costs and expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred Agreement and in connection with the delivery of the Firm Shares and Option Shares transactions contemplated hereby, including but not limited to the Underwriters, (ii) all fees and expenses (including, without limitation, fees costs and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in or relating to (iiii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement Statement, any Issuer Free Writing Prospectus, each Statutory Prospectus, the Time of Sale Disclosure Package and the Prospectus, and any amendment or supplement to any of the foregoing (including the financial statements therein costs of mailing and all amendments and exhibits theretoshipment), each Preliminary Prospectus (ii) the registration, issue, sale and delivery of the Prospectus as amended Shares including any stock or supplementedtransfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery delivery, and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)certificates representing the Shares, (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the registration or qualification of the Securities Shares for offer and sale under state the securities or blue sky laws as provided in of such jurisdictions designated pursuant to Section 4.2 hereof4(e), and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Placement Agents, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of any transfer agent or registrar for the Common Stock on NASDAQ NMS as well as and Shares, (v) any other securities exchangefilings required to be made by the Placement Agents or the Company with FINRA (including all COBRADesk fees), (vi) fees, disbursements and other charges of counsel to the cost of printing certificates representing the Common StockCompany, (vii) fees, if any, for the cost and charges quotation of the transfer agent or registrarShares on the OTC Bulletin Board, (viii) the costs fees and disbursements of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request’s auditor incurred in delivering the letter(s) described in Section 5(l) and (m) of this Agreement, (ix) fees of the costs of preparing, printing and distributing bound volumes for Escrow Agent as set forth in the Representative and its counselEscrow Agreement, (x) all fees fees, disbursements and costs for due diligence information, examinations, other charges of counsel to the Representative and (xi) the reasonable and documented costs and expenses of the Company and the Representative in connection with the marketing of the offering and the sale of the Shares to prospective investors or in contemplation of performing their obligations hereunder including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of materials related to road show slides and travel graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company's management and you , any such consultants or the Representative, the cost of any aircraft or other transportation chartered in connection withwith the road show, and printing, postage, facsimile and telephone charges. Notwithstanding the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of foregoing, in no event shall the Company hereunder which are not otherwise provided for be obligated to reimburse the Representative pursuant to this Section 4(h) in this section. In addition, the Company shall also pay you, individually and not an amount in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2excess of 1% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If gross proceeds from the sale of the Securities provided for herein is not consummated by reason of Shares. The cost and expense payment and reimbursement obligations contained in this Section 4(h) supersede any termination of this Agreement pursuant to Section 10.2 hereof, similar payment or by reason of any failure, refusal or inability on the part of reimbursement obligations contained in prior agreements between the Company to perform and any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyPlacement Agent.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereby are consummated or this Agreement are consummatedis terminated, will bear and pay the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementNotes and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Notes, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants ’s counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Prospectus Supplement, Preliminary Prospectus, the Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus and the Prospectus as amended any amendments or supplemented, supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documentsdocuments and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Notes for offering and sale under the securities laws of the various states and other jurisdictions, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and reasonable fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Notes, including transfer agent and registrar fees, (f) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the qualification offering of the Securities under state securities laws as provided in Section 4.2 hereofNotes, (ivg) the filing fees approval of the Commission and NASDNotes by DTC for “book-entry” transfer, (vh) any fees charged by rating agencies for rating the Notes, (j) the fees and expenses of inclusion the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and (i) all of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance by the Company of the obligations registration and offering of the Company hereunder which are not otherwise Notes; provided, that the Underwriters will bear and pay the fees and expenses of the Underwriters’ counsel (except as specifically provided for in this section. In additionSection 11), the Underwriters’ out-of-pocket expenses, and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Notes; provided further, however, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall will reimburse the Representative Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative Underwriters in connection with this Agreement and the investigation, preparing to market and marketing proposed purchase of the Securities or in contemplation of performing its obligations hereunderNotes, such reimbursement not to exceed in and upon demand the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant Company shall pay the full amount thereof to the Company's prior agreement Representatives, if (a) the Company shall fail to be applied against tender the expense allowance Notes for delivery to the Underwriters for any reason or (and which b) the Underwriters shall be applied toward such reimbursement decline to purchase the Notes for any reason permitted under Section 6 of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is except that the Company shall not consummated be obligated for such reimbursement if the Underwriters decline to purchase the Notes for any reason shall be repaid of the reasons specified in Sections 6(f)(i)(a), 6(g)(i), 6(g)(ii), 6(g)(iii) (but only to the Companyextent of a suspension or material limitation on trading of securities generally on the NYSE), 6(g)(iv) and 6(g)(v).

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxeslegal fees and disbursements, which shall not exceed $20,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof; and (xii) and the expenses, including the fees and disbursements (which shall not exceed $15,000) of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters). The Company shall not, except as provided in (iii) below) in connection with the preparationhowever, printing, filing, delivery and shipping be required to pay for any of the Registration Statement Underwriter's expenses (including the financial statements therein other than those related to qualification under FINRA regulation and all amendments and exhibits thereto)state securities or Blue Sky laws) except that, each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of if this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting shall not be consummated because the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided conditions in Section 4.2 hereof6 hereof are not satisfied, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for because this Agreement is terminated by the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. (a) Whether or not the transactions contemplated by this Agreement are becomes effective or the sale of the Firm Units or Option Units to the Underwriters is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of this Agreement by the obligations of the Company under this AgreementCompany, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares but not limited to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for to the Underwriters, except as provided in (iii) below) in connection with Company and of the Company's accountants; the costs and expenses incident to the preparation, printing, filing, delivery filing and shipping distribution under the Act of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus Prospectus, as amended or supplemented, and the printing, delivery and shipping fee of this Agreement and other underwriting documentsthe NASD in connection with the filing required by the NASD relating to the offering of the Units contemplated hereby; all expenses, including Underwriters' Questionnaires, Underwriters' Powers reasonable fees (but not in excess of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and deliveryamount set forth in Section 3(b), (iii) all filing fees and fees and disbursements of Representative's counsel incurred to the Underwriters, in connection with the qualification of the Units and Unit components under the State Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) or Blue Sky Laws which we shall mutually designate; the cost of printing and furnishing to the Underwriters copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, this Agreement, the Selling Agreement and the Blue Sky Memorandum; the cost of printing the certificates representing the Common Stockcomponents comprising the Units, (vii) the cost and charges expenses of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for Company due diligence informationmeetings and presentations. The Company shall pay any and all taxes (including any transfer, examinationsfranchise, (xicapital stock or other tax imposed by any jurisdiction) on sales to the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) Underwriters hereunder. The Company will also pay all other costs and expenses incident to the performance furnishing of any amended Prospectus or of any supplement to be attached to the obligations of the Company hereunder which are not otherwise provided Prospectus as called for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination 3(a) of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations except as otherwise set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companysaid Section.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereby are consummated or this Agreement are consummatedis terminated, will bear and pay the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementSecurities and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the several Investors of the Firm Shares and Option Shares to Securities, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's counsel and accountants and counsel, but excluding the fees and expenses of counsel for the UnderwritersPlacement Agents, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus, the Prospectus and the Prospectus as amended any amendments or supplemented, supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting offering documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, the Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the offering material to selling group members (including costs of shipment and delivery)foregoing, (iiic) all filing fees and fees and disbursements the furnishing of Representative's counsel incurred in connection with copies of such documents to the Placement Agents, (d) the registration or qualification of the Securities for offering and sale under state the securities laws as provided in Section 4.2 hereofof the various states and other jurisdictions, (ive) the filing fees of the Commission NASD (if any) and fees and disbursements of counsel to the Placement Agents relating to any review of the offering by the NASD, (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Securities, including transfer agent and any other securities exchangeregistrar fees, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xg) all fees and costs expenses relating to the authorization of the Shares and the Investor Warrant Shares for due diligence information, examinationstrading on The Nasdaq SmallCap Market, (xih) all travel expenses, including air fare and accommodation expenses, of representatives of the costs and expenses associated Company in connection with the production offering of materials related to and travel expenses incurred by the Company's management and you in connection withSecurities, the various meetings to be held between the Company's management and prospective investors; and (xiii) all of the other costs and expenses incident to the performance by the Company of the obligations registration and offering of the Securities; that the Placement Agents will bear and pay any advertising costs and expenses incurred by the Placement Agents incident to the public offering of the Securities. The Company hereunder which are not otherwise provided for in this section. In addition, agrees to reimburse the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal upon request made from time to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided time for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable reasonable out-of-pocket expenses (including reimbursable fees and disbursements expenses of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market legal counsel and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement other advisors which reimbursable fees and expenses shall not to exceed $75,000 in the aggregate $65,000without the advance written approval of the Company. You acknowledge The Company shall reimburse the Placement Agents within 30 days of receiving an invoice (and such other supporting documentation as may be reasonably requested by the Company) from the Placement Agents for such costs and expenses, provided that $45,000 has been paid to you pursuant any such invoice submitted to the Company's Company at least one business day prior agreement to be applied against the expense allowance (and which Closing Date shall be applied toward such reimbursement of paid by the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if Company at the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyClosing.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the (a) The Company will pay all costs, costs and expenses and fees incident to the performance by it of the its obligations of the Company under this Agreementhereunder, including, without limiting the generality of the foregoing, the following: including (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery printing and shipping filing of the Registration Statement (including the financial statements therein and exhibits), the Prospectus and all amendments and exhibits thereto)supplements to any of the foregoing, each Preliminary Prospectus and during the Prospectus as amended or supplementedperiod specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, and (ii) the preparation, printing, authentication, issuance and delivery and shipping of this Agreement and other underwriting documentscertificates for the Shares, including Underwriters' Questionnaires, Underwriters' Powers any stamp tax in connection with the original issuance of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)Shares, (iii) all filing fees the preparation and delivery of the preliminary and supplemental Blue Sky memoranda (including the reasonable fees and disbursements of Representative's counsel incurred in connection with for the qualification of the Securities under state securities laws as provided in Section 4.2 hereofUnderwriter relating thereto), (iv) the filing fees registration or qualification, if required, of the Commission Shares for offer and NASDsale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of inclusion the Underwriter’s counsel in connection with due diligence, review of the Common Stock on NASDAQ NMS as well as Registration Statement and any other securities exchangethe Prospectus, FINRA filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the cost fees and expenses of printing certificates representing the Common StockCompany’s accountants and the fees and expenses of counsel for the Company, (vii) during the cost period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and charges selected dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the transfer agent Registration Statement, the Prospectus, and amendments or registrarsupplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Shares may be sold in connection with the offering and sale of the Shares and during such period of time thereafter as the Prospectus is required, in the judgment of the Company or in the opinion of counsel for the Underwriter, to be delivered in connection with the offer and sale of the Shares by you and by selected dealers, (viii) filing fees with FINRA in connection with the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's requestPublic Offering, (ix) filing fees and costs associated with the costs inclusion of preparing, printing and distributing bound volumes the Shares for trading on the Representative and its counselNASDAQ Global Market, (x) the costs of all fees and costs for informational and/or investor due diligence information, examinations, meetings and (xi) the performance by the Company of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not except as otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not The Partnership will bear and pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementUnits and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Units, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants Partnership’s counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus, the Disclosure Package, the Prospectus, each Permitted Free Writing Prospectus and the Prospectus any amendments or supplements thereto (except as amended or supplemented, otherwise expressly provided in Section 5(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters' Questionnaires, the Selected Dealer Agreement, Underwriters' ’ Questionnaires and Powers of Attorney, Attorney and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the offering material to selling group members (including costs of shipment and delivery)foregoing, (iiic) all filing fees the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofpreparing any Blue Sky Memoranda or related analysis, (ive) the filing fees of the Commission FINRA (if any) and NASDreasonable fees and disbursements of counsel to the Underwriters relating to any review of the offering by the FINRA, (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Units, including transfer agent and any other securities exchangeregistrar fees in connection with the issuance of the Units, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xg) all fees and costs expenses relating to the authorization of the Units for due diligence information, examinationstrading on the NASDAQ Global Market, (xih) all travel expenses, including air fare and accommodation expenses, of representatives of the costs and expenses associated Partnership in connection with the production offering of materials related to and travel expenses incurred by the Company's management and you in connection withUnits, the various meetings to be held between the Company's management and prospective investors; and (xiii) all of the other costs and expenses incident to the performance by the Partnership of the obligations registration and offering of the Company hereunder which are not Units; provided, that (except as otherwise provided for in this section. In additionSection 11) the Underwriters will bear and pay all of their own costs and expenses, including the Company shall also pay you, individually fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth in Section 6 herein is not fulfilled’ counsel, the Company Underwriter’s transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Units. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 10(a) (other than pursuant to Sections 6(i)(i), (iii), (iv) or (v)), the Partnership shall reimburse the Representative Underwriters for all of Representative's accountable their reasonable out-of-pocket expenses (expenses, including the reasonable fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant counsel to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriters.

Costs and Expenses. Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated, several Underwriters that the Company will pay all costs, expenses and fees incident or cause to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, be paid the following: (i) all the reasonable out-of-pocket expenses (including stock transfer taxes, if any) incurred by the Underwriters in connection with the delivery transactions contemplated hereby (regardless of whether the sale of the Firm Shares and Option Shares to the Underwritersis consummated), (ii) all fees and expenses (including, without limitation, legal fees and expenses of the Underwriters' counsel, marketing, syndication and travel expenses (up to $200,000); (ii) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA fees; (iii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and counsel, but excluding fees and all other expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery printing and shipping filing of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each any Preliminary Prospectus, any Permitted Free Writing Prospectus and the Prospectus as amended or supplemented, and amendments and supplements thereto and the printingmailing and delivering of copies thereof to the Underwriters and dealers; (iv) the cost of printing or producing any agreement among Underwriters, delivery and shipping of this Agreement and other underwriting documentsAgreement, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, the Blue Sky MemorandaMemorandum, Agreements Among Underwriters and Selected Dealer Agreements closing documents - 19 - (including any compilations thereof) and any letters transmitting other documents in connection with the offering material to selling group members offering, purchase, sale and delivery of the Shares; (including costs of shipment and delivery), (iiiv) all filing fees and fees and disbursements of Representative's counsel incurred expenses in connection with the qualification of the Securities Shares for offering and sale under state securities laws as provided in Section 4.2 3(b) hereof, ; (ivvi) the filing fees incident to securing any required review by FINRA of the Commission and NASD, (v) the fees and expenses of inclusion terms of the Common Stock on NASDAQ NMS as well as and any other securities exchange, sale of the Shares; (vivii) the cost of printing certificates representing the Common Stock, preparing stock certificates; (viiviii) the cost and charges of the any transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, ; (ix) the costs cost of preparing, printing an independent loan review and distributing bound volumes for the Representative and its counsel, (x) all fees and costs stress test prepared by a third party which will be available for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsreview; and (xiix) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this sectionSection. In addition, the Company shall also pay you, individually and not The payment for reimbursement of expenses described in your capacity as Representative, subsection (i) above (which is capped at the applicable Closing Date, $200,000) is a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein payment that is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, treated as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyadditional underwriting compensation.

Costs and Expenses. Whether Each of the Partnership and the Company covenants and agrees with each Agent that the Partnership and/or the Company will, whether or not the transactions contemplated by this Agreement are any sale of Securities is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the its obligations of the Company hereunder and under this any applicable Terms Agreement, including, including without limiting the generality of the foregoing, the followingall costs and expenses: (i) all incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Prospectus and any preliminary prospectus (including stock transfer taxesin each case all exhibits, if anyamendments and supplements thereto), (iii) incurred in connection with the delivery registration or qualification and determination of eligibility for investment of the Firm Shares and Option Shares to Securities under the Underwriterslaws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may designate (ii) all including reasonable fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the UnderwritersAgents (or such Agent) and their reasonable disbursements), except as provided in (iii) belowiv) in connection with the preparationlisting of the Securities on any stock exchange, printing(v) related to any filing with National Association of Securities Dealers, filingInc. (the "NASD"), (vi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and shipping any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documentsProspectus, including Underwriters' Questionnairesmailing and shipping, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)as herein provided, (iiivii) all filing fees and payable to rating agencies in connection with the rating of the Securities, (viii) the fees and disbursements of Representative's counsel for the Agents incurred in connection with the qualification offering and sale of the Securities under state securities laws as provided in Section 4.2 hereofSecurities, (iv) the filing fees of the Commission including any opinions to be rendered by such counsel hereunder and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing any advertising and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable reasonable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative Agents in connection with the investigation, preparing to market offering and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereby are consummated or this Agreement are consummatedis terminated, will bear and pay the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementNotes and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Notes, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants ’s counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Prospectus Supplement, Preliminary Prospectus, the Pricing Disclosure Package, Issuer Free Writing Prospectus, the Prospectus and the Prospectus as amended any amendments or supplemented, supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documentsdocuments and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Notes for offering and sale under the securities laws of the various states and other jurisdictions, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and reasonable fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Notes, including transfer agent and registrar fees, (f) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the qualification offering of the Securities under state securities laws as provided in Section 4.2 hereofNotes, (ivg) the filing fees approval of the Commission and NASDNotes by DTC for “book-entry” transfer, (vh) any fees charged by rating agencies for rating the Notes, (j) the fees and expenses of inclusion the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and (i) all of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance by the Company of the obligations registration and offering of the Company hereunder which are not otherwise provided for in this section. In additionNotes; provided, that the Company shall also Underwriters will bear and pay you, individually the fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth ’ counsel (except as specifically provided in this Section 6 herein is not fulfilled11), the Company shall reimburse the Representative for all of Representative's accountable Underwriters’ out-of-pocket expenses, and any advertising costs and expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with Underwriters incident to the investigation, preparing to market and marketing public offering of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyNotes.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any road show expenses of the Company (provided that the Company, on the one hand, and the Underwriters, on the other hand, will each pay 50% of the costs and expenses relating to the chartering of aircraft in connection with the road show); (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses and the Prospectus and, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) (A) the FINRA filing fees and (B) reasonable expenses (including stock transfer taxesreasonable legal fees and disbursements) up to $22,500 incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the New York Stock Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representations in Section 1(b) hereof; and (xii) the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares and Option Shares under foreign or state securities or Blue Sky laws (subject to the Underwriterslimitations of Section 4(f)) and the preparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters) up to $2,000. The Company shall not, except as provided in (iii) below) in connection with the preparationhowever, printing, filing, delivery and shipping be required to pay for any of the Registration Statement (including Underwriter’s costs, expenses and fees, including, without limitation, any road show expenses of the financial statements therein and all amendments and exhibits thereto)Underwriters, each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred for the Underwriters and any advertising expenses in connection with any offers the Underwriters make (other than those related to qualification of the Securities under FINRA regulation and state securities or Blue Sky laws as expressly provided in the immediately preceding paragraph), except that, if this Agreement shall not be consummated because the conditions in Section 4.2 hereof7 hereof are not satisfied, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred because this Agreement is terminated by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. In no event shall the Company be obligated to pay or reimburse any costs, expenses or fees of any Underwriter that defaults on its obligations hereunder, such reimbursement not to exceed in purchase the aggregate $65,000. You acknowledge that $45,000 has been paid to you Shares pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement terms of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Partnership agrees, whether or not the transactions contemplated by this Agreement are consummatedconsummated or this Agreement is terminated, to pay the Company will pay all costs, costs and expenses and fees incident relating to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing matters: (i) all expenses the authorization, issuance, sale and delivery of the Securities and any taxes payable in connection therewith; (ii) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including stock transfer taxesfinancial statements and exhibits thereto), if anyany Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) incurred the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Firm Shares Securities, including any stamp or transfer taxes in connection with the original issuance and Option Shares to sale of the UnderwritersSecurities; (v) services provided by the transfer agent or registrar; (vi) the printing (or reproduction) and delivery of this Agreement, the Indenture, any blue sky memorandum and all other agreements or documents printed (iior reproduced) all and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding reasonable fees and expenses of counsel for the Underwriters, except as provided in Underwriters relating to such registration and qualification); (iiiviii) belowany filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (ix) the transportation and other expenses incurred by or on behalf of representatives of the Partnership Entities in connection with the preparation, printing, filing, delivery and shipping presentations to prospective purchasers of the Registration Statement Securities; (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (vx) the fees and expenses of inclusion the Partnership’s accountants and the fees and expenses of the Common Stock on NASDAQ NMS as well as counsel (including local and any other securities exchange, (vispecial counsel) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, Partnership Entities; (xi) any fees charged by rating agencies for rating the costs Notes; (xii) the fees and expenses associated with of the production Trustee and paying agent (including related fees and expenses of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsany counsel for such parties); and (xiixiii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise Partnership Entities under this Agreement; provided for that, except as provided in this section. In additionSection 5(j) and in Section 7, the Company Underwriters shall also pay youtheir own costs and expenses, individually including the costs and not in your capacity as Representativeexpenses of their counsel, at any transfer taxes on the applicable Closing Date, a non-accountable expense allowance equal to 2% Securities that they may sell and the expenses of the initial public advertising any offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated made by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay or reimburse if paid by the Placement Agents all costs, costs and expenses and fees incident to the performance of the Company’s obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred Agreement and in connection with the delivery of the Firm Shares and Option Shares transactions contemplated hereby, including but not limited to the Underwriters, (ii) all fees and expenses (including, without limitation, fees costs and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in or relating to (iiii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement Statement, any Issuer Free Writing Prospectus, the Disclosure Package and the Prospectus, and any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agents and dealers (including the financial statements therein costs of mailing and all amendments and exhibits theretoshipment), each Preliminary Prospectus (ii) the registration, issue, sale and delivery of the Prospectus as amended Securities including any stock or supplementedtransfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities and the printing, delivery and delivery, shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)certificates representing the Securities, (iii) all filing the fees and fees and disbursements expenses of Representative's counsel incurred in connection with any transfer agent or registrar for the qualification of the Securities under state securities laws as provided in Section 4.2 hereofSecurities, (iv) the filing fees of required to be paid by the Commission and NASDPlacement Agents or Company with FINRA (including all COBRADesk fees), (v) fees, disbursements and other charges of counsel to the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, Company; (vi) listing fees, if any, for the cost listing or quotation of printing certificates representing the Common StockShares and Warrant Shares on the Nasdaq Global Market, (vii) the cost fees and charges disbursements of the transfer agent or registrarCompany’s auditor incurred in delivering the letters described in Section 5(j) hereof, and (viii) the costs and expenses of "tombstone" advertisements the Company in such publications as you shall reasonably requestconnection with the marketing of the Offering and the sale of the Securities to prospective investors including, as well as the costs of but not limited to, those related to any other advertising presentations or meetings undertaken at the Company's requestin connection therewith including, (ix) the costs of preparingwithout limitation, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to road show slides and travel graphics, fees and expenses of any consultants (other than the Placement Agents) engaged by the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations officers of the Company hereunder which are not otherwise provided for in this section. In additionand any such consultants, and the cost of any aircraft or other transportation chartered by the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigationroad show. It is understood that except as provided in this Section 4, preparing to market Section 6 and marketing Section 8(b) hereof, the Placement Agents shall pay all of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companytheir own expenses.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will shall pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery accounting fees of the Firm Shares Company; the fees and Option Shares to disbursements of counsel for the Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, the Underwriters' Selling Memorandum, (ii) all the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including, without limitation, including reasonable legal fees and disbursements) incident to securing any required review by the NASD of the terms of the sale of the Shares; the fees and expenses of associated with including the Company's accountants shares on the Nasdaq National Market; and counselexpenses, but excluding including the reasonable fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with to the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel extent incurred in connection with the qualification of the Securities Shares under state securities or Blue Sky laws as provided in Section 4.2 hereof, (iv) or the filing fees provincial securities laws of Canada. The Company agrees to pay all costs and expenses of the Commission Underwriters incident to the offer and NASDsale of Directed Shares by the Underwriters to employees and persons having business and other relationships with the Company and its Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters other expenses including (va) the fees and expenses of inclusion their counsel (other than those related to qualification under NASD regulation, state securities or Blue Sky laws and the Directed Share Program), (b) other professional fees (excluding the fees and expenses of Inspection & Valuation International, Inc.), (c) the customary costs and expenses of the Common Stock on NASDAQ NMS as well as roadshow and any other securities exchangemeetings with prospective investors, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xid) the costs and expenses associated with of travel of the production of materials related to Representatives and travel expenses incurred by the Company's management and you in connection with, other Underwriters (e) the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident of any other consultants and experts specifically retained by the Representatives (other than Inspection & Valuation International, Inc.) and (f) all arrangements relating to the performance preparation, issuance and delivery of any certificates evidencing the Shares, including the fees of any transfer agent or similar entity, except in all cases that, if the sale of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If hereof shall not be consummated because the sale of the Securities provided for herein is conditions in Section 6 hereof are not consummated by reason of any termination of satisfied, because this Agreement is terminated by the Representatives pursuant to Section 10.2 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to any condition default or omission of the Underwriters' obligations set forth in Section 6 herein is not fulfilledany Underwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder; provided, such reimbursement however, that the Company shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not The Partnership will bear and pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementUnits and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the several Underwriters of the Firm Shares and Option Shares to Units, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the CompanyPartnership's counsel and accountants and counsel, but excluding the fees and expenses of counsel for the UnderwritersPartnership, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus, the Prospectus and the Prospectus any amendments or supplements thereto (except as amended or supplemented, otherwise expressly provided in Section 5(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters' Questionnaires, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney, Attorney and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the offering material to selling group members (including costs of shipment and delivery)foregoing, (iiic) all filing fees the furnishing of copies of such documents (except as otherwise expressly provided in Section 5(d) hereof) to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states and other jurisdictions, including the fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofpreparing any Blue Sky Memoranda or related analysis, (ive) the filing fees of the Commission NASD (if any) and fees and disbursements of counsel to the Underwriters relating to any review of the offering by the NASD, (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Units, including transfer agent and any other securities exchangeregistrar fees, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xg) all fees and costs expenses relating to the authorization of the Units for due diligence informationtrading on the Nasdaq National Market (h) all travel expenses, examinationsincluding air fare and accommodation expenses, (xi) of representatives of the costs and expenses associated Partnership in connection with the production offering of materials related to and travel expenses incurred by the Company's management and you in connection withUnits, the various meetings to be held between the Company's management and prospective investors; and (xiii) all of the other costs and expenses incident to the performance by the Partnership of the obligations registration and offering of the Company hereunder which are not Units; provided, that (except as otherwise provided for in this section. In additionSection 11) the Underwriters will bear and pay all of their own costs and expenses, including the Company shall also pay you, individually fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth in Section 6 herein is not fulfilledcounsel, the Company Underwriters' transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Units. If this Agreement is terminated by you in accordance with the provisions of Section 10(a) (other than pursuant to Section 9 or 6(i)), the Partnership shall reimburse the Representative Underwriters for all of Representative's accountable their reasonable out-of-pocket expenses (expenses, including the reasonable fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant counsel to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriters.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummatedconsummated or this Agreement is terminated, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectus, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxesreasonable legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $40,000; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or blue sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a blue sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related reasonable fees and expenses of counsel for the Underwriters). The Company shall not, except as provided in (iii) below) in connection with the preparationhowever, printing, filing, delivery and shipping be required to pay for any of the Registration Statement Underwriters’ expenses (including the financial statements therein other than those related to qualification under FINRA regulation and all amendments and exhibits thereto)state securities or blue sky laws) except that, each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of if this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting shall not be consummated because the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided conditions in Section 4.2 hereof8 hereof are not satisfied, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred because this Agreement is terminated by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledperformed, the Company shall reimburse the Representative Underwriters severally through the Representatives for all of Representative's accountable reasonable and documented out-of-pocket expenses (expenses, including reasonable fees and disbursements of its counsel) actually counsel incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery accounting fees of the Firm Shares Company; the fees and Option Shares to disbursements of counsel for the Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, (ii) all the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including, without limitation, including legal fees and expenses disbursements) incident to securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the Company's accountants terms of the sale of the Shares; the listing fees of the NASDAQ Stock Market; and counselthe expenses, but excluding including the fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities Shares under state State securities laws as provided in Section 4.2 hereof, (iv) the filing fees or Blue Sky laws. The Company agrees to pay all costs and expenses of the Commission and NASDUnderwriters, (v) including the fees and expenses disbursements of inclusion counsel for the Underwriters, incident to the offer and sale of directed shares of the Common Stock on NASDAQ NMS as well as by the Underwriters to employees and any other securities exchange, (vi) persons having business relationships with the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative Company and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Subsidiaries. The Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not The Partnership will bear and pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementUnits and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Units, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants Partnership’s counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including Statement, the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus any amendments or supplements thereto (except as amended or supplemented, otherwise expressly provided in Section 6(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters' Questionnaires, the Selected Dealer Agreement, Underwriters' Powers of Attorney, ’ Questionnaires and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the offering material to selling group members (including costs of shipment and delivery)foregoing, (iiic) all filing fees the furnishing of copies of such documents (except as otherwise expressly provided in Section 6(d) hereof) to the Underwriters, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states and other jurisdictions, including the fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofpreparing any Blue Sky Memoranda or related analysis, (ive) the filing fees of the Commission and NASDNational Association of Securities Dealers, Inc. (if any), (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Units, including transfer agent and any other securities exchangeregistrar fees, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xg) all fees and costs expenses relating to the authorization of the Units for due diligence information, examinationstrading on the Nasdaq, (xih) all travel expenses, including air fare and accommodation expenses, of representatives of the costs and expenses associated Partnership in connection with the production offering of materials related to and travel expenses incurred by the Company's management and you in connection withUnits, the various meetings to be held between the Company's management and prospective investors; and (xiii) all of the other costs and expenses incident to the performance by the Partnership of the obligations registration and offering of the Company hereunder which are not Units; provided, that (except as otherwise provided for in this section. In additionSection 11) the Underwriters will bear and pay all of their own costs and expenses, including the fees and expenses of counsel, the Company shall also pay you, individually Underwriters’ transportation expenses and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% any advertising costs and expenses incurred by any of the initial Underwriters incident to the public offering price of the Securities purchased on such Closing Date Units. If this Agreement is terminated by you in accordance with the provisions of Section 10(a) (including Option Shares purchased pursuant to the option granted other than pursuant to Section 2 hereof6(h)(i) or 6(h)(iii-v). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled), the Company Partnership shall reimburse the Representative Underwriters for all of Representative's accountable their reasonable out-of-pocket expenses (expenses, including the reasonable fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant counsel to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriters.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay or cause to be paid all costs, fees and expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: including but not limited to (i) all any filing fees and other expenses (including stock transfer taxes, if anyreasonable fees and disbursements of counsel to the Underwriters) incurred in connection with the delivery qualification of the Firm Shares Securities for sale under the laws of such jurisdictions as Wedbush as representative of the Underwriters may designate and Option Shares to the Underwriterspreparation and printing of memoranda relating thereto, (ii) all any costs and expenses related to the review by FINRA of the terms of the sale of the Securities (including filing fees and expenses (including, without limitation, the reasonable fees and expenses of the Company's accountants and counsel, but excluding fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material relating to selling group members (including costs of shipment and deliverysuch review), (iii) all filing any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities, (iv) fees and expenses incident to listing the Securities on the NASDAQ Global Market and other national and foreign exchanges, (v) fees and disbursements of Representative's counsel incurred expenses in connection with the qualification registration of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchangeExchange Act, (vi) fees and expenses incurred in distributing the cost of printing certificates representing General Disclosure Package, the Common Stock, Prospectus (viiincluding any amendments and supplements thereto) the cost or any Permitted Free Writing Prospectuses and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of for expenses incurred for preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection withGeneral Disclosure Package, the various meetings Prospectus (including any amendments and supplements thereto) or any Permitted Free Writing Prospectuses to be held between the Company's management and investors or prospective investors; investors and (xiivii) all other costs and expenses incurred by the Company incident to the performance of the obligations of the Company hereunder for which are provision is not otherwise provided for made in this sectionSection. In addition, no event shall the Company shall also pay you, individually and not in your capacity as Representative, at total compensation payable to the applicable Closing Date, a non-accountable expense allowance equal to 2Underwriters or any other member of FINRA exceed an aggregate of 8% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if gross proceeds from the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses (including stock related to the transfer taxes, if any) incurred in connection with the and delivery of the Firm Shares and Option Shares to the Underwriters, including any transfer or other taxes payable thereon; (iiiv) all any roadshow expenses; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Statutory Prospectuses, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and reasonable and documented expenses (including, without limitation, including related fees and expenses of counsel for the Company's accountants Underwriter) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and counselapplication fees related to the listing of the Shares on NASDAQ; (ix) the cost of printing certificates, but excluding if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) the reasonable and documented expenses of the Underwriter, including the related fees and disbursements of counsel for the Underwriters, incident to the offer and sale of the Shares under this Agreement by the Underwriter, and (xii) the reasonable and documented expenses, including the related fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities Shares under foreign or state securities or Blue Sky laws as provided in Section 4.2 hereof, (iv) and the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparingpreparation, printing and distributing bound volumes for distribution of a Blue Sky memorandum. Notwithstanding the Representative and its counselforegoing, in no event shall the amount of expenses reimbursed to the Underwriters in connection with clauses (x) all fees and costs for due diligence information, examinationsvii), (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to above exceed $50,000 in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyaggregate.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay (directly or by reimbursement) all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery accounting fees of the Firm Shares Company; the fees and Option Shares disbursements of counsel for the Company; the cost of preparing, printing and filing of the Registration Statement, Preliminary Prospectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Underwriters and dealers of copies thereof and of this Agreement, the Agreement Among Underwriters, any Selected Dealers Agreement, the Underwriters' Selling Memorandum, the Invitation Letter, the Power of Attorney, the Blue Sky Memorandum and any supplements or amendments thereto (ii) all fees and expenses (includingexcluding, without limitationexcept as provided below, fees and expenses of counsel to the Company's accountants and counsel, but excluding Underwriters); the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with incident to securing any required review by the preparation, printing, filing, delivery and shipping NASD of the Registration Statement (terms of the sale of the Shares; listing fees, if any, transfer taxes and the expenses, including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and reasonable fees and disbursements of Representative's counsel for the Underwriters incurred in connection with the qualification of the Securities Shares under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) or Blue Sky laws; the fees and expenses of inclusion incurred in connection with the designation of the Common Stock Shares on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) The Nasdaq National Market; the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) preparing stock certificates; the costs and expenses associated with the production fees of materials related to any registrar or transfer agent and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this sectionSection 6. In addition, the Company shall will pay all travel and lodging expenses incurred by management of the Company in connection with any informational "road show" meetings held in connection with the offering and will also pay youfor the preparation of all materials used in connection with such meetings. The Selling Shareholders will pay the fees and expenses of any separate counsel retained by them in connection with the transactions contemplated hereby. The Company and the Selling Shareholders shall not, individually and not in your capacity as Representativehowever, at the applicable Closing Date, a non-accountable expense allowance equal be required to 2% pay for any of the initial public offering price Underwriters' expenses (other than those related to qualification of the Securities purchased on such Closing Date (including Option Shares purchased pursuant under state securities or Blue Sky laws and those incident to securing any required review by the option granted pursuant to Section 2 hereof). If NASD of the terms of the sale of the Securities provided for herein is not consummated by reason of any termination shares but including, without limitation, the Underwriter expenses specified in Section 5(e) of this Agreement) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof (other than the condition in Section 7(d)) are not satisfied or because this Agreement is terminated by the Representatives pursuant to clause (i) of Section 10.2 11(a) hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any agreement on its part to be performed hereunder undertaking or because satisfy any condition of this Agreement or to comply with any of the Underwriters' obligations set forth in Section 6 herein is not fulfilledterms hereof on their respective parts to be performed, unless such failure to satisfy said condition or to comply with said terms shall be due to the default or omission of any Underwriter, then the Company shall promptly upon request by the Representatives reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.several Underwriters for

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereby are consummated or this Agreement are consummatedis terminated, will bear and pay the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementShares and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Shares, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants ’s counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Prospectus Supplement, Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus, the Prospectus and the Prospectus as amended any amendments or supplemented, supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documentsdocuments and any instruments or documents related to any of the foregoing, (c) the furnishing of copies of such documents to the Underwriters, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states and other jurisdictions, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and reasonable fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis, (e) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (f) all fees and expenses relating to the authorization of the Shares for trading on the NYSE, (g) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the qualification offering of the Securities under state securities laws as provided in Section 4.2 hereofShares, (ivh) the filing fees approval of the Commission Shares by DTC for “book-entry” transfer, and NASD, (vi) the fees and expenses of inclusion all of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance by the Company of the obligations registration and offering of the Company hereunder which are not otherwise provided for in this section. In additionShares; provided, that the Company shall also Underwriters will bear and pay you, individually the fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth ’ counsel (except as specifically provided in this Section 6 herein is not fulfilled11), the Company shall reimburse the Representative for all of Representative's accountable Underwriters’ out-of-pocket expenses, and any advertising costs and expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with Underwriters incident to the investigation, preparing to market and marketing public offering of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company The Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery accounting fees of the Firm Shares and Option Shares to the Underwriters, Issuer; (ii) all the fees and expenses disbursements of counsel for the Issuer; (includingiii) the cost of preparing, without limitationfiling, printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, the Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the registration statement (and any amendment thereto) under the Exchange Act for the Issuer’s Common Stock, the qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign securities or Blue Sky laws (including the reasonable and documented legal fees and expenses of the Company's accountants and counsel, but excluding filing fees and expenses other disbursements of outside counsel for the Underwriters, except as provided in (iiiup to a maximum of $15,000) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, printing and the printing, delivery and shipping furnishing of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers copies of Attorney, any Blue Sky Memoranda, Agreements Among surveys or legal investment surveys to the Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, dealers; (iv) the filing fees of the Commission and NASD, Commission; (v) any stock or transfer taxes and stamp or similar duties payable upon the fees sale, issuance or delivery of the Shares to the Underwriters and the costs and expenses of qualifying the Shares for inclusion in the book-entry settlement system of the Common Stock on NASDAQ NMS as well as and any other securities exchange, Depositary Trust Company; (vi) the cost filing fees and expenses (including reasonable and documented legal fees and disbursements of printing certificates representing outside counsel for the Common StockUnderwriters, up to a maximum of $35,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (vii) the cost and charges initial listing fee of the transfer agent or registrar, New York Stock Exchange and any related fees; and (viii) the costs and expenses relating to presentations or meetings undertaken in connection with the marketing of "tombstone" advertisements in such publications as you shall reasonably requestthe offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, as well as the costs of any other advertising undertaken at the Company's requestincluding, (ix) the costs of preparingwithout limitation, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and travel (including fifty percent (50%) of the cost of any aircraft chartered in connection with the road show), lodging and other expenses of Issuer personnel. The Issuer shall not, however, be required to pay for any of the Underwriters’ expenses (other than those contemplated in clauses (iii) and (vi) of the prior paragraph, subject to any maximum amounts provided for therein), including, for the avoidance of doubt, the travel (including fifty percent (50%) of the cost of any aircraft chartered in connection with the road show), lodging and other expenses of the Underwriters incurred in connection with the road show presentations, except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any agreement on its part sell and deliver the Shares required to be performed hereunder or because any condition delivered as and when specified in this Agreement, other than by reason of the Underwriters' obligations set forth in Section 6 herein is not fulfilleddefault or omission of any Underwriter, then the Company Issuer shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable and documented out-of-pocket expenses (expenses, including all fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with marketing the investigation, preparing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder; provided, such reimbursement not to exceed however, that for purposes of this Section, the Issuer shall in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant no event be liable to the Company's prior agreement to be applied against several underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the expense allowance (and which shall be applied toward such reimbursement sale by them of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. (a) Whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay or cause to be paid all costs, fees and expenses and fees incident to the performance of the its obligations of the Company under this Agreementhereunder, including, without limiting the generality of the foregoinglimitation, the following: (i) all expenses (including stock transfer taxes, if anytaxes allocated to the respective transferees) incurred in connection with the issuance, transfer and delivery of the Firm Shares and Option Shares to the Underwriters, Common Shares; (ii) all expenses and fees and expenses (including, without limitation, including fees and expenses of the Company's ’s accountants and counselcounsel but, but excluding except as otherwise provided below, not including fees and expenses of counsel for the Underwriters, except as provided in (iii) below’ counsel) in connection with the preparation, printing, filing, delivery (including electronic delivery) and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus Prospectus, the Disclosure Package and the Prospectus as amended or supplemented, and amendments and supplements to any of the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements foregoing and any letters transmitting such other documents as may be required in connection with the offering material to selling group members (including costs offering, purchase, sale, issuance or delivery of shipment and delivery), the Common Shares; (iii) all filing fees and reasonable fees and disbursements of Representative's the Underwriters’ counsel incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) the Common Shares for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the Securities under state securities laws as provided in Section 4.2 hereof, states and other jurisdictions which the Underwriters shall designate; (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion the transfer agent and registrar; (v) the filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Common Stock on NASDAQ NMS as well as and any other securities exchange, Shares; (vi) the cost of printing certificates representing fees incurred to quote the Common Stock, Shares for trading on the Nasdaq Global Select Market; and (vii) all costs and expenses relating to investor presentations on any “road show” undertaken in connection with the cost and charges marketing of the transfer agent offering of the Common Shares, including, without limitation, expenses associated with the preparation or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs dissemination of any other advertising undertaken at the Company's requestelectronic roadshow, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to road show slides and travel expenses incurred by the Company's management and you in connection withgraphics, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs fees and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative consultants engaged in connection with the investigationroad show presentations, preparing to market travel and marketing lodging expenses of the Securities representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show. Whether or in contemplation not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid (i) any fees and expenses of performing its obligations hereunderthe Company’s counsel, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant accountants and other advisors and (ii) all expenses and taxes incident to the Company's prior agreement to be applied against the expense allowance (sale and which shall be applied toward such reimbursement delivery of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated Common Shares by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not The Partnership will bear and pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementUnits and public offering thereof, including, without limiting the generality of the foregoinglimitation, the following: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the Underwriters of the Firm Shares and Option Shares to Units, the Underwritersfiling fees of the SEC, (ii) all fees and expenses (including, without limitation, the fees and expenses of the CompanyPartnership's accountants counsel and counselaccountants, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus, the Disclosure Package, the Prospectus, each Permitted Free Writing Prospectus and the Prospectus any amendments or supplements thereto (except as amended or supplemented, otherwise expressly provided in Section 6(d) hereof) and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters' Questionnaires, the Selected Dealer Agreement, Underwriters' Questionnaires and Powers of Attorney, Attorney and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the foregoing, as may be reasonably requested for use in connection with the offering material to selling group members (including costs and sale of shipment and delivery)the Units, (iiic) all filing fees the furnishing of copies of such documents (except as otherwise expressly provided in Section 6(d) hereof) to the Underwriters, as may be reasonably requested for use in connection with the offering and sale of the Units, (d) the registration or qualification of the Units for offering and sale under the securities laws of the various states and other jurisdictions, including the reasonable fees and disbursements of Representative's counsel incurred to the Underwriters relating to such registration or qualification and in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofpreparing any Blue Sky Memoranda or related analysis, (ive) the filing fees of the Commission NASD (if any) and reasonable fees and disbursements of counsel to the Underwriter relating to any review of the offering by the NASD, (vf) the fees all printing and expenses of inclusion engraving costs related to preparation of the Common Stock on NASDAQ NMS as well as certificates for the Units, including transfer agent and any other securities exchangeregistrar fees, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (xg) all fees and costs expenses relating to the authorization of the Units for due diligence information, examinationstrading on the AMEX, (xih) all travel expenses, including air fare and accommodation expenses, of representatives of the costs and expenses associated Partnership in connection with the production offering of materials related to and travel expenses incurred by the Company's management and you in connection withUnits, the various meetings to be held between the Company's management and prospective investors; and (xiii) all of the other costs and expenses incident to the performance by the Partnership of the obligations registration and offering of the Company hereunder which are not Units; provided, that (except as otherwise provided for in this section. In additionSection 14) the Underwriters will bear and pay all of their own costs and expenses, including the Company shall also pay you, individually fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth in Section 6 herein is not fulfilledcounsel, the Company Underwriters' transportation expenses and any advertising costs and expenses incurred by the Underwriters incident to the public offering of the Units. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 13(a) (other than pursuant to Sections 9(i)(i), (iii), (iv) or (v)), the Partnership shall reimburse the Representative Underwriters for all of Representative's accountable their reasonable out-of-pocket expenses (expenses, including the reasonable fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant counsel to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriters.

Costs and Expenses. Whether or not The Partnership will bear and pay the transactions contemplated by this Agreement are consummated, the Company will pay all costs, costs and expenses and fees incident to the performance registration of the obligations of the Company under this AgreementUnits and public offering thereof, including, without limiting the generality of the foregoing, the followinglimitation: (ia) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery to the several Underwriters of the Firm Shares and Option Shares to Units, the Underwritersfiling fees of the Commission, (ii) all fees and expenses (including, without limitation, the fees and expenses of the Company's accountants Partnership’s counsel and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in accountants; (iiib) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto)Statement, each Preliminary Prospectus, the Final Prospectus, each Issuer Free Writing Prospectus and the Prospectus as amended any amendments or supplemented, supplements thereto and the printing, delivery and shipping of this Agreement and other underwriting documents, including the Agreement Among Underwriters' Questionnaires, the Selected Dealer Agreement, Underwriters' ’ Questionnaires and Powers of Attorney, Attorney and Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting instruments or documents related to any of the foregoing; (c) the furnishing of copies of such documents to the Underwriters; (d) the registration or qualification of the Units for offering material and sale under the securities laws of the various states and other jurisdictions, including the fees and disbursements of counsel to selling group members the Underwriters relating to such registration or qualification and in connection with preparing any Blue Sky Memoranda or related analysis; (including costs of shipment and delivery), (iiie) all the filing fees of FINRA (if any) and fees and disbursements of Representative's counsel incurred to the Underwriters relating to any review of the offering by FINRA; (f) all printing and engraving costs related to preparation of the certificates for the Units, including transfer agent and registrar fees; (g) all fees and expenses relating to the authorization of the Units for trading on the NYSE; (h) all travel expenses, including air fare and accommodation expenses, of representatives of the Partnership in connection with the qualification offering of the Securities under state securities laws as provided in Section 4.2 hereof, Units; (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xii) the costs and expenses of the Partnership relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Units, including, without limitation, expenses associated with the production of materials related to road show slides and travel graphics, fees and expenses incurred by the Company's management and you of any consultants engaged in connection withwith the road show presentations with the prior approval of the Partnership, travel and lodging expenses of the various meetings to be held between representatives and officers of the Company's management Partnership and prospective investors; any such consultants and (xiij) all of the other costs and expenses incident to the performance by the Partnership of the obligations registration and offering of the Company hereunder which are not Units; provided, that (except as otherwise provided for in this section. In additionSection 11) the Underwriters will bear and pay all of their own costs and expenses, including the Company shall also pay you, individually fees and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition expenses of the Underwriters' obligations set forth ’ counsel and the Underwriters’ transportation expenses. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 6 herein is not fulfilled10(a), the Company Partnership shall reimburse the Representative Underwriters for all of Representative's accountable their reasonable out-of-pocket expenses (expenses, including the reasonable fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant counsel to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriters.

Costs and Expenses. Whether The Partnership agrees, whether or not the transactions contemplated by this Agreement are consummatedconsummated or this Agreement is terminated, to pay the Company will pay all costs, costs and expenses and fees incident relating to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing matters: (i) all expenses the authorization, issuance, sale and delivery of the Securities and any taxes payable in connection therewith; (ii) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including stock transfer taxesfinancial statements and exhibits thereto), if anyany Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) incurred the printing (or reproduction), distribution (including any form of electronic distribution) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Firm Shares Securities, including any stamp or transfer taxes in connection with the original issuance and Option Shares to sale of the UnderwritersSecurities; (v) services provided by the transfer agent or registrar; (vi) the printing (or reproduction) and delivery of this Agreement, the Indenture, any blue sky memorandum and all other agreements or documents printed (iior reproduced) all and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding reasonable fees and expenses of counsel for the Underwriters, except as provided in Underwriters relating to such registration and qualification); (iiiviii) belowany filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (ix) the transportation and other expenses incurred by or on behalf of representatives of the Partnership Entities in connection with the preparation, printing, filing, delivery and shipping presentations to prospective purchasers of the Registration Statement Securities; (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (vx) the fees and expenses of inclusion the Partnership’s accountants and the fees and expenses of the Common Stock on NASDAQ NMS as well as counsel (including local and any other securities exchange, (vispecial counsel) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, Partnership Entities; (xi) any fees charged by rating agencies for rating the costs Notes; (xii) the fees and expenses associated with of the production Trustee and paying agent (including related fees and expenses of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsany counsel for such parties); and (xiixiii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise Partnership Entities under this Agreement; provided, that, except as provided for in this section. In additionSection 5(j) and in Section 7, the Company Underwriters shall also pay youtheir own costs and expenses, individually including the costs and not in your capacity as Representativeexpenses of their counsel, at any transfer taxes on the applicable Closing Date, a non-accountable expense allowance equal to 2% Securities that they may sell and the expenses of the initial public advertising any offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated made by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay (directly or by reimbursement) all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) the fees and expenses of the Trustee and counsel for the Trustee; (including stock transfer taxesiv) rating agency fees, if any; (v) incurred in connection with the delivery cost of preparing, printing and filing of the Firm Shares Registration Statement, Preliminary Prospectuses and Option Shares the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the UnderwritersUnderwriter and dealers of copies thereof and of this Agreement, any Selected Dealers Agreement, the Underwriter's Selling Memorandum, the Blue Sky Memorandum and any supplements or amendments thereto (ii) all fees and expenses (includingexcluding, without limitationexcept as provided below, fees and expenses of counsel to the Company's accountants and counsel, but excluding Underwriter); (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements of counsel for the Underwriters, except as provided in (iiiUnderwriter) below) in connection with incident to securing any required review by the preparation, printing, filing, delivery and shipping NASD of the Registration Statement terms of the sale of the Notes; (viii) listing fees, if any; (ix) transfer taxes and the expenses, including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel for the Underwriter incurred in connection with the qualification of the Securities Notes under state securities laws as provided in Section 4.2 hereof, or blue sky laws; (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viiix) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as preparing the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, Notes; (xi) the costs and expenses associated with the production fees of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsany registrar or transfer agent; and (xii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this sectionSection 5. In addition, the Company shall will pay all travel and lodging expenses incurred by management of the Company in connection with any informational "road show" meetings held in connection with the offering and will also pay youfor the preparation of all materials used in connection with such meetings. The Company shall not, individually and not in your capacity as Representativehowever, at the applicable Closing Date, a non-accountable expense allowance equal be required to 2% pay for any of the initial public offering price Underwriter's expenses (other than those related to qualification of the Securities purchased on such Closing Date (including Option Shares purchased pursuant Notes under state securities or blue sky laws and those incident to securing any required review by the option granted pursuant to Section 2 hereof). If NASD of the terms of the sale of the Securities provided for herein is not consummated by reason of any termination of Notes) except that, if this Agreement pursuant to shall not be consummated because the conditions in Section 10.2 hereof, 6 hereof are not satisfied or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure to satisfy said condition or because any condition to comply with said terms shall be due to the default or omission of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, then the Company shall promptly upon request by the Underwriter reimburse the Representative Underwriter for all of Representative's accountable out-of-pocket expenses (accountable expenses, including fees and disbursements of its counsel) actually , incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Notes or in contemplation of performing its obligations hereunder, such reimbursement ; but the Company shall not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant any event be liable to the Company's prior agreement to be applied against Underwriter for damages on account of loss of anticipated profits from the expense allowance (and which shall be applied toward such reimbursement sale by it of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyNotes.

Costs and Expenses. Whether or not Each of the transactions contemplated by this Agreement are consummated, the Company will pay all costsParties hereto shall bear its own fees, expenses and fees incident to the performance commissions of the obligations of the Company under this Agreementfinancial, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) legal and accounting advisors and other outside consultants incurred in connection with the delivery due diligence, negotiation and execution of this Agreement and the Transactions. In addition, Seller shall be responsible for all costs, fees and expenses relating to: (i) file shipping costs and image transfer costs in connection with the sale of the Firm Shares and Option Shares to the Underwriters, Mortgage Servicing Rights contemplated herein; (ii) all registration fees or transfer costs assessed by MERS to reflect the transfer of the Mortgage Loans registered with MERS; (iii) all fees and costs required to generate and deliver (and record) Assignments of Mortgage instruments to Purchaser (including the reimbursement of Purchaser for any required re-recordings made thereby as provided in Section 7.01(b)); (iv) transfer fees and expenses (including, without limitationfor the avoidance of doubt, legal fees) imposed or incurred by the applicable Investor or rating agencies to process a request for Servicing Agreement Consent; (v) except as provided in Section 7.19, all fees and expenses of Seller’s Custodian to transfer the Company's accountants Mortgage Loans to the Purchaser’s Custodian, if applicable; and counsel, but excluding fees and expenses (vi) the filing of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping transfers of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws claims by Purchaser as provided in Section 4.2 hereof7.03(d). Purchaser shall be responsible for all fees, (iv) the filing fees of the Commission and NASD, (v) the fees costs and expenses relating to the retention of inclusion of a back-up servicer that the Common Stock on NASDAQ NMS applicable Investor may require as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably requesta condition to providing a Servicing Agreement Consent, as well as the costs of any other advertising undertaken at the Company's requestas, (ix) the costs of preparingexcept otherwise set forth in this Agreement, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related pertaining to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance conduct of the obligations Servicing by Purchaser following its consummation of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyTransactions.

Costs and Expenses. Whether or not the transactions contemplated by Except as otherwise provided in this Agreement are consummatedAgreement, the Company and MegaChips will pay pay, on the pro rata basis set forth below, all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; provided, however, that, in connection with meetings with prospective purchasers and any roadshow undertaken in connection with the marketing of the Shares, (A) the Company and the Underwriters will each bear 50% of the costs associated with any chartered aircraft used, and (B) the Company and the Underwriters will each pay their own lodging and other costs associated with the roadshow; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxesreasonable and documented legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; and (xi) the expenses, including the reasonable and documented fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters); provided, except as provided in (iii) below) in connection with however, that the preparation, printing, filing, delivery and shipping aggregate amount of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and legal fees and disbursements of Representative's counsel for the Underwriters incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, pursuant to subclauses (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) shall not exceed $15,000. Neither the costs and Company nor the Selling Stockholder shall, however, be required to pay for any of the Underwriters’ expenses associated with the production of materials (other than those related to qualification under FINRA regulation and travel expenses incurred state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 12 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company and the Selling Stockholder shall reimburse the Representative several Underwriters, on the pro rata basis set forth below, for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including reasonable and documented fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder; but the Company and the Selling Stockholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. Except as otherwise provided in this Agreement, such reimbursement not the Company will pay 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof) (the “Company Fees”). Notwithstanding anything to exceed the contrary in this Agreement, the aggregate $65,000Selling Stockholder shall be solely responsible for payment of all costs, expenses, fees, and disbursements of counsel to the Selling Stockholder and all underwriting discounts and commissions in connection with the sale of shares by the Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Sale Expenses”), and the Company shall be solely responsible for payment of all underwriting discounts and commissions in connection with the sale of shares by the Company pursuant to this Agreement (the “Company Sale Expenses”). You acknowledge that $45,000 has Except as set forth above with respect to the Selling Stockholder Sale Expenses, the Company Sale Expenses and the Company Fees, each of the Company and the Selling Stockholder shall be responsible for its respective pro rata portion of the costs, expenses, and fees set forth above, including those incurred by the Company, in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Expenses”), based on the number of shares sold by the Selling Stockholder and the Company, respectively, on the Closing Date (which, for the avoidance of doubt, includes any Option Shares sold on the Closing Date). Notwithstanding anything to the contrary in this Agreement: (i) the Selling Stockholder, and the Company agree to inform the Underwriters prior to the Closing Date the amount of the Selling Stockholder’s pro rata portion of the Transaction Expenses, which amount shall have been paid mutually agreed upon by the Selling Stockholder and the Company (the “Selling Stockholder Pro Rata Expenses”), and (ii) the Selling Stockholder Pro Rata Expenses shall be deducted from the proceeds otherwise payable to you the Selling Stockholder pursuant to the Company's prior agreement to be applied against the expense allowance (transactions contemplated by this Agreement and which shall be applied toward such reimbursement of transmitted by the Representative). You agree that any portion of such $45,000 that is not necessary Underwriters, along with the proceeds payable to reimburse you for your out-of-pocket expenses actually incurred if the sale of Company pursuant to the Securities, as transactions contemplated by this Agreement, is not consummated on the Closing Date via federal (same day) funds to an account designated by the Company. Notwithstanding anything to the contrary in this Agreement, if the Company sells any Option Shares after the Closing Date, (x) the Company shall be solely responsible for any reason additional costs, expenses, and fees incurred by the Company in connection with the sale of such Option Shares, and (y) the Selling Stockholder Pro Rata Expenses shall not be repaid to the Companyincreased.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, or reimburse if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred paid by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) Placement Agent all other reasonable costs and expenses incident to the performance of the obligations of the Company hereunder which are under this Agreement and in connection with the transactions contemplated hereby, including but not otherwise provided for in this section. In additionlimited to costs and expenses of or relating to (i) the preparation, the Company shall also pay you, individually printing and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% filing of the initial public offering price Registration Statement, each Preliminary Prospectus and the Prospectus, and any amendment or supplement to any of the Securities purchased on such Closing Date foregoing and the printing and furnishing of copies of each thereof to the Placement Agent and dealers (including Option costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares purchased pursuant to including any stock or transfer taxes and stamp or similar duties payable upon the option granted sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 2 hereof3(e). If , (including the sale reasonable legal fees and filing fees, and other disbursements of counsel to the Placement Agent in connection therewith), and, if reasonably requested by the Placement Agent, the preparation and printing and furnishing of copies of any blue sky surveys to the Placement Agent and to dealers, (iv) the fees and expenses of any transfer agent or registrar for the Shares, (v) any filings required to be made by the Placement Agent or the Company with FINRA, and the reasonable fees, disbursements and other charges of counsel for the Placement Agent in connection therewith (including all COBRADesk fees), (vi) fees, disbursements and other charges of counsel to the Company (except as otherwise set forth below), (vii) listing fees, if any, for the listing or quotation of the Securities provided for herein is not consummated by reason Shares on the Nasdaq Global Market, (viii) fees and disbursements of any termination the Company’s auditor incurred in delivering the letter(s) described in Section 5(i) of this Agreement pursuant to Section 10.2 hereofAgreement, or by reason of any failure, refusal or inability on the part (ix) fees of the Company to perform any agreement on its part to be performed hereunder or because any condition of Escrow Agent, (x) the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable reasonable out-of-pocket expenses of the Placement Agent (including fees the reasonable fees, disbursements and disbursements other charges of its counselone counsel to the Placement Agent (in addition to (iii) actually incurred by the Representative and (v) above) in connection with the investigationperformance of services hereunder, preparing to market and (xi) the costs and expenses of the Company in connection with the marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (offering and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the SecuritiesShares to prospective investors including, as contemplated but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show. Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Placement Agent pursuant to this AgreementSection 4 in an amount in excess of $75,000 in the aggregate (less the reasonable and documented fees, is not consummated for any reason shall be repaid disbursements and other charges of counsel to the Company incurred in connection with such counsel's representation with respect to the matter described under the caption “Risk Factors—We may have a contingent liability arising out of a possible violation of Section 5 of the Securities Act of 1933 in connection with the distribution of a management presentation to prospective purchasers of our common stock” in the Preliminary Prospectus and the Prospectus) without the Company’s prior written consent.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay or cause to be paid all costs, fees and expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: including but not limited to (i) all any filing fees and other expenses (including stock transfer taxes, if anyreasonable fees and disbursements of counsel to the Underwriter) incurred in connection with the delivery qualification of the Firm Shares Securities for sale under the laws of such jurisdictions as the Underwriter may designate and Option Shares to the Underwriterspreparation and printing of memoranda relating thereto, (ii) all any costs and expenses related to the review by FINRA of the terms of the sale of the Securities (including filing fees and expenses (including, without limitation, the reasonable fees and expenses of the Company's accountants and counsel, but excluding fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material Underwriter relating to selling group members (including costs of shipment and deliverysuch review), (iii) all filing any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities, (iv) fees and expenses incident to listing the Securities on the NASDAQ Global Market and other national and foreign exchanges, (v) fees and disbursements of Representative's counsel incurred expenses in connection with the qualification registration of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchangeExchange Act, (vi) fees and expenses incurred in distributing the cost of printing certificates representing General Disclosure Package, the Common Stock, Prospectus (viiincluding any amendments and supplements thereto) the cost or any Permitted Free Writing Prospectuses and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of for expenses incurred for preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection withGeneral Disclosure Package, the various meetings Prospectus (including any amendments and supplements thereto) or any Permitted Free Writing Prospectuses to be held between the Company's management and investors or prospective investors; investors and (xiivii) all other costs and expenses incurred by the Company incident to the performance of the obligations of the Company hereunder for which are provision is not otherwise provided for made in this sectionSection. In addition, no event shall the Company shall also pay you, individually and not in your capacity as Representative, at total compensation payable to the applicable Closing Date, a non-accountable expense allowance equal to 2Underwriter or any other member of FINRA exceed an aggregate of 8% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if gross proceeds from the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company and the Selling Stockholder; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the 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, travel and lodging expenses of the representatives and officers of the Company and any such consultants (it being understood that the Company and the Underwriters shall each bear half the costs, respectively, associated with the cost of aircraft chartered in connection with the road show and that the Underwriters shall bear the cost of any other travel and lodging expenses they incur); (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxeslegal fees and disbursements in an amount not to exceed $40,000) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the Exchange; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii) hereof); and (xii) and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding reasonable related fees and expenses of counsel for the Underwriters) in an amount not to exceed $15,000. To the extent, except as provided in (iii) below) if at all, that the Selling Stockholder engages special legal counsel to represent them in connection with the preparationthis offering, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you counsel shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred be borne by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased Any transfer taxes imposed on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters by the Sellers will be paid by the Sellers pro rata. The Sellers shall not, however, be required to pay for herein is any of the Underwriter’s expenses (other than those related to qualification under FINRA regulation (including legal fees and disbursements in an amount not consummated by reason of any termination of to exceed $40,000) and state securities or Blue Sky laws (in an amount not to exceed $15,000)) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 hereof, 10 hereof or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable out-of-pocket expenses (expenses, including reasonable fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Stockholder shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of INVH, the Co-Guarantors and the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of INVH, the Co-Guarantors or the Company; (ii) the fees and disbursements of counsel for INVH, the Co-Guarantors or the Company; (iii) all costs and expenses (including stock related to the preparation, transfer taxes, if any) incurred in connection with the and delivery of the Firm Shares and Option Shares Securities to the Underwriters, including any transfer or other taxes payable thereon (iiif applicable); (iv) all the transportation and other expenses incurred by or on behalf of INVH, the Co-Guarantors or Company representatives in connection with presentations to prospective purchasers of the Securities; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Transaction Documents, the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, any Blue Sky survey, and, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including, without limitation, including reasonable legal fees and expenses disbursements) incident to securing any required review by FINRA of the Company's accountants terms of the sale of the Securities in an amount not to exceed $5,000; (viii) any costs relating to the Global Note, if any, representing the Securities; (ix) the costs and counsel, but excluding charges of any depositary; (x) the expenses (including reasonable fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under foreign or state securities or blue sky laws as provided and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters) in Section 4.2 hereof, an amount not to exceed $5,000; (ivxi) any fees charged by rating agencies for rating the filing Securities; (xii) all expenses and application fees incurred in connection with the approval of the Commission Securities for book-entry transfer by DTC; and NASD, (vxiii) the fees and expenses of inclusion the Trustee and any paying agent (including related fees and expenses of any counsel to such parties). The Company shall not be required to pay for any of the Common Stock on NASDAQ NMS as well as and any Underwriters’ expenses (other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials than those related to qualification under FINRA regulation and travel expenses incurred state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative Underwriters severally through the Representatives for all of Representative's accountable reasonable and documented out-of-pocket expenses (expenses, including reasonable fees and disbursements of its counsel) actually counsel incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities or in contemplation of performing its their obligations hereunder, such reimbursement ; provided that the Company shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedbecomes effective as to all of its provisions or is terminated, the Company will Issuer agrees to pay (i) all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of legal counsel for the UnderwritersIssuer and of the Issuer’s independent accountants, except as provided in (iii) below) all costs and expenses incurred in connection with the preparation, printing, filing, delivery filing and shipping distribution of the Registration Statement Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Disclosure Package, and the Prospectus (including the financial statements therein and all exhibits, amendments and exhibits supplements thereto), each Preliminary Prospectus and except that the Prospectus as amended Issuer shall not be responsible for any printing or supplemented, and distribution costs incurred more than nine months after the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification effective date of the Securities under state securities laws as provided in Section 4.2 hereof, Registration Statement; (ivii) the filing fees of the Commission and all costs, fees and expenses (including legal fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with qualifying or registering all or any part of the Shares for offer and sale under applicable state and foreign securities laws and blue sky laws, including the preparation of a blue sky memorandum relating to the Shares and clearance of such offering with the National Association of Securities Dealers, Inc. (the “NASD, ”) of the terms of the sale of the Shares; (viii) the all fees and expenses of the Issuer’s transfer agent, printing of the certificates for the Shares and all transfer taxes, if any, with respect to the sale and delivery of the Shares to the several Underwriters, (iv) all fees and expenses in connection with qualification and inclusion of the Shares other than outstanding shares of Common Stock on NASDAQ NMS as well as the Nasdaq National Market, and any other securities exchange, (viv) the cost of printing certificates representing or producing any agreement among underwriters, this Agreement, closing documents (including compilations thereof) and any other documents in connection with the Common Stockoffering, (vii) the cost purchase, sale and charges delivery of the Shares. Any transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased taxes imposed on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters will be paid by the Issuer. The Issuer shall not, however, be required to pay for herein is not consummated by reason any of any termination the Underwriters expenses, including fees and expenses of legal counsel (other than those related to qualification under NASD regulations and State securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure to satisfy said condition or because to comply with said terms be due to the default or omission of any condition of Underwriter, then the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company Issuer shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including all fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Issuer shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by the Issuer of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all accounting fees of the Company; the fees and disbursements of counsel for the Company and the Selling Stockholders; the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, the Underwriters' Selling Memorandum and the Underwriters' Invitation Letter, if any, any Nasdaq National Market listing application or notice, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including stock transfer taxes, if anylegal fees and disbursements of counsel to the Underwriters) incurred incident to securing any required review by the NASD of the terms of the sale of the Shares; the listing fee of the Nasdaq National Market; the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the delivery marketing of the Firm Shares and Option Shares to offering of the UnderwritersShares, (ii) all fees and expenses (including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) any consultants engaged in connection with the preparation, printing, filing, delivery and shipping road show presentations with the prior approval of the Registration Statement (including Company, travel and lodging expenses of the financial statements therein representatives and all amendments officers of the Company and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplementedany such consultants, and the printing, delivery cost of any aircraft chartered with the prior approval of the Company in connection with the road show; and shipping of this Agreement and other underwriting documentsthe expenses, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel to the Underwriters up to a maximum amount of $3,000, incurred in connection with the qualification of the Securities Shares under state securities laws as provided in Section 4.2 hereofor Blue Sky laws. To the extent, (iv) the filing fees if at all, that any of the Commission and NASDSelling Stockholders engage special legal counsel to represent them in connection with this offering, (v) the fees and expenses of inclusion of the Common Stock such counsel shall be borne by such Selling Stockholder. Any transfer taxes imposed on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters will be paid by the Company and the Selling Stockholders pro rata. The Company and the Selling Stockholders shall not, however, be required to pay for herein is not consummated by reason any of any termination of the Underwriters' expenses (other than those related to qualification under NASD rules and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 13 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholders to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure to satisfy said condition or because to comply with said terms be due to the default or omission of any condition Underwriter or (as to Sections 8(d) and 8(e)) of counsel to the Underwriters' obligations set forth in Section 6 herein is not fulfilled, then the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including all fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. It is understood, such reimbursement not to exceed however, that except as provided in this Section 7 and Section 10, the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant Underwriters shall pay all costs and expenses incident to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement performance of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by their obligations under this Agreement, is not consummated for any reason shall be repaid including, without limitation, the fees and disbursements of counsel to the CompanyUnderwriters.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and Selling Shareholder under this Agreement, including, without limiting the generality of the foregoing, the following: (ia) accounting fees of the Company; (b) the fees and disbursements of counsel for the Company and the Selling Shareholder (except to the extent the Selling Shareholder is obligated to pay any expenses described below); (c) all costs and expenses (including stock related to the transfer taxes, if any) incurred in connection with the and delivery of the Firm Shares and Option Shares to the Underwriters, including any transfer or other taxes payable thereon; (iid) all any roadshow expenses (except roadshow expenses incurred by the Underwriters); (e) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (f) the expenses relating to preparing and printing any Canadian “wrap” in connection with the offer and sale of the Shares in Canada and the expenses relating to the filing any Preliminary Prospectus or the Prospectus in jurisdictions in which the Shares may be offered or sold; (g) the filing fees of the Commission; (h) the filing fees and expenses (including, without limitation, including reasonable and documented legal fees and expenses disbursements in an amount not to exceed $15,000) incident to secure any required review by FINRA of the Company's accountants terms of the sale of the Shares; (i) all expenses and counselapplication fees related to the listing of the Shares on the NASDAQ Global Select Market; (j) the cost of printing certificates, but excluding if any, representing the Shares; (k) the costs and charges of any transfer agent, registrar or depositary; and (l) the expenses, including the reasonable and documented fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities Shares under foreign or state securities or Blue Sky laws as provided and the preparation, printing and distribution of a Blue Sky memorandum. To the extent, if at all, that the Selling Shareholder engages special legal counsel to represent it in Section 4.2 hereofconnection with this offering, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you counsel shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred be borne by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this sectionSelling Shareholder. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased Any transfer taxes imposed on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided Shares to the several Underwriters will be paid by the Selling Shareholder. Neither the Company nor the Selling Shareholder shall, however, be required to pay for herein is not consummated by reason any of any termination of the Underwriter’s expenses (other than those related to qualification under FINRA regulation and state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholder to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including reasonable and documented fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company and the Selling Shareholder shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the SecuritiesShares. Except as expressly provided in this Section, as contemplated by this Agreementand Section 8 hereof, is not consummated for the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any reason shall be repaid to the Companyadvertising expenses connected with any offers they may make.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay or reimburse, if paid by the Placement Agent, all costs, actual out-of-pocket costs and expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and in connection with the transactions contemplated hereby, including, without limiting the generality including but not limited to costs and expenses of the foregoing, the followingor relating to: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement Statement, any Issuer Free Writing Prospectus, the Disclosure Package and the Prospectus, and any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Placement Agent and dealers (including the financial statements therein costs of mailing and all amendments and exhibits theretoshipment), each Preliminary Prospectus (ii) the registration, issue, sale and delivery of the Prospectus as amended Securities, including any stock or supplementedtransfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities, and the printing, delivery delivery, and shipping of this Agreement the certificates representing the Shares and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)Warrants, (iii) all filing the fees and fees expenses of any transfer agent or registrar for the Shares and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereofWarrant Shares, (iv) the filing fees of required to be paid by the Commission and NASDPlacement Agent or the Company with FINRA, (v) fees, disbursements and other charges of counsel to the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, Company (vi) listing fees, if any, for the cost listing or quotation of printing certificates representing the Common StockShares and Warrant Shares on the NASDAQ, (vii) the cost fees and charges disbursements of the transfer agent or registrarCompany’s auditor incurred in delivering the letter(s) described in Section 5(h) of this Agreement, (viii) reasonable fees and disbursements of counsel to the costs of "tombstone" advertisements in such publications as you shall reasonably requestPlacement Agent, as well as the costs of any other advertising undertaken at the Company's request, and (ix) the costs and expenses of preparingthe Company and the Placement Agent in connection with the marketing of the offering and the sale of the Securities to prospective investors including, printing and distributing bound volumes for the Representative and its counselbut not limited to, (x) all fees and costs for due diligence informationthose related to any presentations or meetings undertaken in connection therewith including, examinationswithout limitation, (xi) the costs and expenses associated with the production of materials related to road show slides and travel graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations officers of the Company hereunder which are not otherwise provided for in this section. In additionand any such consultants, and the cost of any aircraft or other transportation chartered by the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigationroad show. Notwithstanding the foregoing, preparing to market and marketing the expenses of the Securities or Placement Agent (other than the filing fees set forth in contemplation clause (iv) above), including attorneys’ fees and expenses of performing its obligations counsel to the Placement Agent, which the Company shall be obligated to reimburse hereunder, such reimbursement shall not to exceed in the aggregate lesser of (a) $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance 20,000 or (and which shall be applied toward such reimbursement b) 8% of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if gross proceeds received by the Company from the sale of the Securities, less the Placement Fee if the Offering is consummated. It is understood that except as contemplated by provided in this AgreementSection 4, is not consummated for any reason Section 6 and Section 8(b), the Placement Agent shall be repaid to the Companypay all of its own expenses.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses (including stock related to the transfer taxes, if any) incurred in connection with the and delivery of the Firm Shares and Option Shares to the Underwriters, including any transfer or other taxes payable thereon; (iiiv) any roadshow expenses (except roadshow expenses incurred by the Underwriters); (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey and, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on the NASDAQ Global Select Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; and (xi) the expenses (other than legal fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities Shares under foreign or state securities laws as provided or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriter’s costs or expenses except that, if this Agreement shall not be consummated because the conditions in Section 4.2 hereof6 hereof are not satisfied, (ivor because this Agreement is terminated by the Representatives pursuant to Section 10(a)(i) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, or (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including reasonable and documented fees and disbursements of its one counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company shall not in any event be liable to exceed in any of the aggregate $65,000several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares. You acknowledge that $45,000 has been paid to you pursuant Notwithstanding anything to the contrary in this Section 5, the Company's prior agreement to be applied against , on the expense allowance one hand, and the Underwriters, on the other hand, shall share pro-rata (based on the number of passengers from the Company and which shall be applied toward such reimbursement the Underwriters) any third party costs of private aircraft incurred by or on behalf of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if Company in connection with the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyroadshow.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will agrees to pay all costs, fees and expenses and fees incident to incurred in connection with the performance of the its obligations of the Company under this Agreementhereunder, including, including without limiting the generality of the foregoing, the following: limitation (i) all expenses (including stock transfer taxes, if any) incurred in connection with incident to the issuance and delivery of the Firm Shares and Option Shares to the UnderwritersOffered ADSs, (ii) all fees and expenses of the Depositary, (includingiii) all necessary issue, without limitationtransfer and other stamp taxes in connection with the issuance and sale of the Offered ADSs to the Underwriters, (iv) all fees and expenses of the Company's ’s counsel, independent public or certified public accountants and counselother advisors, but excluding fees (v) all costs and expenses of counsel for the Underwriters, except as provided in (iii) below) incurred in connection with the preparation, printing, filing, delivery shipping and shipping distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the financial statements therein 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 all amendments and exhibits supplements thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchangeAgreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the cost Company or reasonably incurred by the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered 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 certificates representing a “Blue Sky Survey” or memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Common StockRepresentatives of such qualifications, registrations and exemptions, (vii) the cost costs and charges expenses incurred reasonably 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 transfer agent or registrarOffered ADSs, including any related FINRA filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of "tombstone" advertisements the Company relating to investor presentations on any “road show” undertaken in such publications as you shall reasonably requestconnection with the marketing of the offering of the Offered ADSs, as well as including, without limitation, expenses associated with the costs preparation or dissemination of any other advertising undertaken at the Company's requestelectronic road show, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to 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 incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations representatives, employees and officers of the Company hereunder which are not otherwise and of the Underwriters and any such consultants and (ix) the fees and expenses associated with listing the Offered ADSs on the NASDAQ Global Market. Except as provided for in this section. In additionSection 5 or in Section 7 hereof, the Company Underwriters shall also pay youtheir own expenses, individually and not in your capacity as Representative, at including the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by counsel to the Representative Underwriters. The Underwriters agree to pay a fee of $25,000 to Trout Capital LLC, a FINRA member, for referral services provided to the Underwriters in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Companyoffering.

Costs and Expenses. Whether The Company, whether or not the transactions contemplated by hereunder are consummated or this Agreement are consummatedis terminated, the Company will pay or reimburse if paid by the Underwriters all costs, costs and expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred Agreement and in connection with the delivery of the Firm Shares and Option Shares transactions contemplated hereby, including but not limited to the Underwriters, (ii) all fees and expenses (including, without limitation, fees costs and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in or relating to (iiii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement Statement, any Issuer Free Writing Prospectus, each Statutory Prospectus, the General Disclosure Package and the Prospectus, and any amendment or supplement to any of the foregoing (including the financial statements therein costs of mailing and all amendments and exhibits theretoshipment), each Preliminary Prospectus (ii) the registration, issue, sale and delivery of the Prospectus as amended Shares including any stock or supplementedtransfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery delivery, and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)certificates representing the Shares, (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the registration or qualification of the Securities Shares for offer and sale under state the securities or Blue Sky laws of such jurisdictions as provided in Section 4.2 hereofthe Representative shall designate, and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Underwriters, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of any transfer agent or registrar for the Common Stock on NASDAQ NMS as well as and Shares, (v) any other securities exchangefiling fees required to be made by the Underwriters or the Company with FINRA, (vi) fees, disbursements and other charges of counsel to the cost of printing certificates representing the Common StockCompany, (vii) listing fees, if any, for the cost and charges listing or quotation of the transfer agent or registrarShares on the NASDAQ Capital Market, (viii) the costs fees and disbursements of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request’s auditor incurred in delivering the letter(s) described in Section 6(f) of this Agreement, and (ix) the costs and expenses of preparingthe Company and the Underwriters in connection with the marketing of the offering and the sale of the Shares to prospective investors including, printing and distributing bound volumes for the Representative and its counselbut not limited to, (x) all fees and costs for due diligence informationthose related to any presentations or meetings undertaken in connection therewith including, examinationswithout limitation, (xi) the costs and expenses associated with the production of materials related to road show slides and travel graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations officers of the Company hereunder which are not otherwise provided for in this section. In additionand any such consultants, and the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason cost of any termination of this Agreement pursuant to Section 10.2 hereof, aircraft or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative other transportation chartered in connection with the investigation, preparing to market and marketing road show with the written consent of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the (a) The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses; the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement and the Indenture; the filing fees of the Commission; the filing fees and expenses (including stock transfer taxes, if anyreasonable legal fees and disbursements) incurred incident to securing any required review by FINRA of the terms of the sale of the Notes; any fees payable to rating agencies in connection with the delivery rating of the Firm Shares and Option Shares to Notes; the Underwritersreasonable expenses, (ii) all including the reasonable fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses disbursements of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities Notes under state State securities or “Blue Sky” laws as provided in Section 4.2 hereofand the preparation, (iv) the filing fees printing and distribution of the Commission a “Blue Sky” memorandum and NASD, (v) any supplements or amendments thereto; and the fees and expenses of inclusion the Trustee, including reasonable fees and expenses of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes counsel for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise provided for in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyTrustee.

Costs and Expenses. Whether or not any of the transactions contemplated by Transactions are consummated or this Agreement are consummatedis terminated, the Company will to pay (i) all costs, expenses, fees and taxes incident to and in connection with the performance of the obligations of the Company Entities under this Agreement, including: (A) the preparation, printing and distribution of the Preliminary Offering Circular and the Offering Circular and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all preliminary and final Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith (including the furnishing of copies of the foregoing to the Initial Purchasers and such other persons as the Initial Purchasers may designate), (B) the printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, and performance under, each of the Transaction Documents and any other agreements or documents in connection with the Transactions, (C) the preparation, issuance and delivery of the Notes, including the fees and expenses of the Trustee (including fees and expenses of its counsel) and the cost of their respective personnel, and all costs and expenses related to the delivery of the Notes to the Initial Purchasers and pursuant to Exempt Resales, including any transfer or other taxes payable thereon, and (D) the qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states (including, without limitation, filing fees and fees and disbursements of the Initial Purchasers’ counsel relating to such registration or qualification and the preparation of memoranda related thereto); (ii) all fees and expenses of the counsel and accountants of the Company Entities; (iii) all expenses and listing fees in connection with the application for quotation of the Series A Notes in The Portal Market (“PORTAL”) of The NASDAQ Stock Market, Inc.; (iv) all fees and expenses (including fees and expenses of counsel) of the Company Entities in connection with approval of the Notes by DTC for “book-entry” transfer; (v) all fees charged by rating agencies in connection with the rating of the Notes; (vi) the costs and charges of any transfer agent, registrar and/or depositary (including DTC); (vii) all costs and expenses of the Registered Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration Statement, as set forth in the Registration Rights Agreement; (viii) all costs and expenses in connection with the creation and perfection of the Security Interests (including, without limitation, filing and recording fees, search fees and taxes); (ix) all fees and expenses (including reasonable fees and expenses of counsel) incurred by the Initial Purchasers in connection with the preparation, negotiation and execution of the Transaction Documents and the consummation of the Transactions; (x) all costs and expenses of the Transactions; and (xi) all other costs and expenses incident and necessary to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel Entities for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are provision is not otherwise provided for made in this section. In addition, the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether The Partnership agrees, whether or not the transactions contemplated by this Agreement are consummatedconsummated or this Agreement is terminated, to pay the Company will pay all costs, costs and expenses and fees incident relating to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing matters: (i) all expenses the authorization, issuance, sale and delivery of the Securities and any taxes payable in that connection; (ii) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including stock transfer taxesfinancial statements and exhibits thereto), if anyany Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (iii) incurred the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Firm Shares Securities, including any stamp or transfer taxes in connection with the original issuance and Option Shares to sale of the UnderwritersSecurities; (v) services provided by the transfer agent or registrar; (vi) the printing (or reproduction) and delivery of this Agreement, the Indenture, any blue sky memorandum and all other agreements or documents printed (iior reproduced) all and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding reasonable fees and expenses of counsel for the Underwriters, except as provided in Underwriters relating to such registration and qualification); (iiiviii) belowany filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (ix) the transportation and other expenses incurred by or on behalf of representatives of the Partnership Entities in connection with the preparation, printing, filing, delivery and shipping presentations to prospective purchasers of the Registration Statement Securities; (including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (vx) the fees and expenses of inclusion the Partnership’s accountants and the fees and expenses of the Common Stock on NASDAQ NMS as well as counsel (including local and any other securities exchange, (vispecial counsel) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, Partnership Entities; (xi) any fees charged by rating agencies for rating the costs Notes; (xii) the fees and expenses associated with of the production Trustee and paying agent (including related fees and expenses of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investorsany counsel for such parties); and (xiixiii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise Partnership Entities under this Agreement; provided for that, except as provided in this section. In additionSection 5(j) and in Section 7, the Company Underwriters shall also pay youtheir own costs and expenses, individually including the costs and not in your capacity as Representativeexpenses of their counsel, at any transfer taxes on the applicable Closing Date, a non-accountable expense allowance equal to 2% Securities that they may sell and the expenses of the initial public advertising any offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated made by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the Company (a) Cardinal will pay all costs, costs and expenses and fees incident to the performance by it of the its obligations of the Company under this Agreementhereunder, including, without limiting the generality of the foregoing, the following: including (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares preparation and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery and shipping printing of the Registration Statement (including the financial statements therein and exhibits) and each Preliminary Prospectus, the Prospectus and all amendments and exhibits thereto)supplements to any of the foregoing, each Preliminary Prospectus and during the Prospectus as amended or supplementedperiod specified in Section 6(e) but not exceeding nine months after the date on which the Shares are first offered in the Rights Offering; (ii) the preparation, and the printing, authentication, issuance and delivery and shipping of this Agreement and other underwriting documentscertificates for the Shares, including Underwriters' Questionnaires, Underwriters' Powers any stamp tax in connection with the original issuance of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), Shares; (iii) all filing fees the preparation and delivery of the preliminary and supplemental Blue Sky Memoranda (including the reasonable fees and disbursements of Representative's counsel incurred in connection with relating thereto); (iv) the registration or qualification of the Securities Shares for offer and sale under state the securities or Blue Sky laws of the several states as provided in Section 4.2 hereof, 6(f) (iv) including the filing reasonable fees and disbursements of the Commission and NASD, counsel relating thereto); (v) the fees and expenses of inclusion counsel in connection with due diligence, review of the Common Stock on NASDAQ NMS as well as Prospectus, NASD filings and any other securities exchangepreparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto; (vi) the cost fees and expenses of printing certificates representing Cardinal's accountants and the Common Stock, fees and expenses of counsel for Cardinal; (vii) during the cost period specified in Section 6(e), but not exceeding nine months after the date on which the Shares are first offered in the Rights Offering, delivery to the Underwriter and charges dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the transfer agent Preliminary Prospectus and the Prospectus and any amendments or registrar, supplements thereto as may be requested for use by the Underwriter or by dealers through whom Shares may be sold in connection with the Public Offering and sale of the Shares; (viii) filing fees with the costs of "tombstone" advertisements NASD in such publications as you shall reasonably request, as well as connection with the costs of any other advertising undertaken at the Company's request, Offerings; (ix) the costs of preparing, printing all informational and/or investor due diligence meetings; and distributing bound volumes for the Representative and its counsel, (x) all fees and costs for due diligence information, examinations, (xi) the performance by Cardinal of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not except as otherwise provided for in this section. In additionAgreement and agrees that Squire, Xxxxxxx & Xxxxxxx L.L.P. will serve as counsel for Cardinal and as special counsel for the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyUnderwriter.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iv) any roadshow expenses; provided, that the Company will pay only fifty percent (50%) of the cost of aircraft chartered in connection with the roadshow; (v) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including stock transfer taxeslegal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; (viii) all expenses and application fees related to the listing of the Shares on of the NASDAQ Global Select Market; (ix) the cost of printing certificates, if any, representing the Shares; (x) the costs and charges of any transfer agent, registrar or depositary; (xi) 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 Shares made by the Underwriters caused by a breach of the representation in Section 1(b) hereof); (xii) the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the delivery qualification of the Firm Shares under foreign or state securities or Blue Sky laws and Option Shares to the Underwriterspreparation, printing and distribution of a Blue Sky memorandum (ii) all fees and expenses (including, without limitation, fees and expenses of including the Company's accountants and counsel, but excluding related fees and expenses of counsel for the Underwriters) and (xiii) and the incremental fees and disbursements of counsel for the Underwriters, except as provided in (iii) below) which amount the Company and the Representatives have agreed upon prior to the date hereof, incurred in connection with (i) the preparation, printing, filing, delivery preparation and shipping submission of the initial confidential filing of the Registration Statement and (ii) the preparation and filing of amendments to the Registration Statement and responses to comments from the Commission Staff relating to the Registration Statement. The Company agrees to pay all costs and expenses of the Underwriters, including the financial statements therein and all amendments and exhibits thereto), each Preliminary Prospectus and the Prospectus as amended or supplemented, and the printing, delivery and shipping of this Agreement and other underwriting documents, including Underwriters' Questionnaires, Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery), (iii) all filing fees and fees and disbursements of Representative's counsel incurred in connection with the qualification of the Securities under state securities laws as provided in Section 4.2 hereof, (iv) the filing fees of the Commission and NASD, (v) the fees and expenses of inclusion of the Common Stock on NASDAQ NMS as well as and any other securities exchange, (vi) the cost of printing certificates representing the Common Stock, (vii) the cost and charges of the transfer agent or registrar, (viii) the costs of "tombstone" advertisements in such publications as you shall reasonably request, as well as the costs of any other advertising undertaken at the Company's request, (ix) the costs of preparing, printing and distributing bound volumes for the Representative and its counselUnderwriters, (x) all fees and costs for due diligence information, examinations, (xi) the costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance offer and sale of Directed Shares by the Underwriters to employees and persons having business relationships with the Company and the LGI Entities. The Company shall not, however, be required to pay for any of the obligations of Underwriter’s expenses (other than those (i) related to qualification under FINRA regulation and state securities or Blue Sky laws and (ii) covered by clause (xiii) above) except that, if this Agreement shall not be consummated because the Company hereunder which conditions in Section 6 hereof are not otherwise provided for in satisfied, or because this section. In addition, Agreement is terminated by the Company shall also pay you, individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted Representatives pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed hereunder performed, unless such failure, refusal or because inability is due primarily to the default or omission of any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilledUnderwriter, the Company shall reimburse the Representative several Underwriters for all of Representative's accountable reasonable out-of-pocket expenses (expenses, including fees and disbursements of its counsel) actually , reasonably incurred by the Representative in connection with the investigationinvestigating, preparing marketing and proposing to market and marketing of the Securities Shares or in contemplation of performing its their obligations hereunder, such reimbursement ; but the Company shall not in any event be liable to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement any of the Representative). You agree that any portion several Underwriters for damages on account of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if loss of anticipated profits from the sale by them of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the CompanyShares.

Costs and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, the (a) The Company will pay all costs, costs and expenses and fees incident to the performance by it of the its obligations of the Company under this Agreementhereunder, including, without limiting the generality of the foregoing, the following: including (i) all expenses (including stock transfer taxes, if any) incurred in connection with the delivery of the Firm Shares and Option Shares to the Underwriters, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel, but excluding fees and expenses of counsel for the Underwriters, except as provided in (iii) below) in connection with the preparation, printing, filing, delivery printing and shipping filing of the Registration Statement (including the financial statements therein and exhibits), each preliminary prospectus, the Prospectus and all amendments and exhibits thereto)supplements to any of the foregoing, each Preliminary Prospectus and during the Prospectus as amended or supplementedperiod specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, and (ii) the preparation, printing, authentication, issuance and delivery and shipping of this Agreement and other underwriting documentscertificates for the Shares, including Underwriters' Questionnaires, Underwriters' Powers any stamp tax in connection with the original issuance of Attorney, Blue Sky Memoranda, Agreements Among Underwriters and Selected Dealer Agreements and any letters transmitting the offering material to selling group members (including costs of shipment and delivery)Shares, (iii) all filing fees the preparation and delivery of the preliminary and supplemental Blue Sky Memoranda (including the reasonable fees and disbursements of Representative's counsel incurred in connection with for the qualification of the Securities under state securities laws as provided in Section 4.2 hereofUnderwriter relating thereto), (iv) the filing fees registration or qualification, if required, of the Commission Shares for offer and NASDsale under the securities or Blue Sky laws of the several states as provided in Section 6(f) above (including the reasonable fees and disbursements of counsel for the Underwriter relating thereto), (v) the fees and expenses of inclusion the Underwriter’s counsel in connection with due diligence, review of the Common Stock on NASDAQ NMS as well as Registration Statement and any other securities exchangethe Prospectus, NASD filings and preparation of this Agreement, the Selected Dealer Agreement, the Escrow Agreement and matters related thereto, (vi) the cost fees and expenses of printing certificates representing the Common StockCompany’s accountants and the fees and expenses of counsel for the Company, (vii) during the cost period specified in Section 6(e) above but not exceeding nine months after the date on which the Shares are first offered to the public, delivery to the Underwriter and charges selected dealers through whom Shares may be sold (including postage, air freight and the expenses of counting and packaging) of such copies of the transfer agent Registration Statement, the Prospectus, each preliminary prospectus and amendments or registrarsupplements to the Registration Statement and the Prospectus as may be requested for use by the Underwriter or by selected dealers through whom Shares may be sold in connection with the offering and sale of the Shares and during such period of time thereafter as the Prospectus is required, in the judgment of the Company or in the opinion of counsel for the Underwriter, to be delivered in connection with the offer and sale of the Shares by you and by selected dealers, (viii) filing fees with the costs of "tombstone" advertisements NASD in such publications as you shall reasonably request, as well as connection with the costs of any other advertising undertaken at the Company's requestPublic Offering, (ix) filing fees and costs associated with the costs inclusion of preparingthe Shares for trading on The Nasdaq Stock Market, printing and distributing bound volumes for the Representative and its counselInc. (“Nasdaq”), (x) the costs of all fees and costs for informational and/or investor due diligence information, examinations, meetings and (xi) the performance by the Company of its other obligations under this Agreement. The Underwriter shall pay its own costs and expenses associated with the production of materials related to and travel expenses incurred by the Company's management and you in connection with, the various meetings to be held between the Company's management and prospective investors; and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not except as otherwise provided for in this sectionAgreement. In additionXxXxxxxx & Company, the Company shall also pay youInc. July , individually and not in your capacity as Representative, at the applicable Closing Date, a non-accountable expense allowance equal to 2% of the initial public offering price of the Securities purchased on such Closing Date (including Option Shares purchased pursuant to the option granted pursuant to Section 2 hereof). If the sale of the Securities provided for herein is not consummated by reason of any termination of this Agreement pursuant to Section 10.2 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or because any condition of the Underwriters' obligations set forth in Section 6 herein is not fulfilled, the Company shall reimburse the Representative for all of Representative's accountable out-of-pocket expenses (including fees and disbursements of its counsel) actually incurred by the Representative in connection with the investigation, preparing to market and marketing of the Securities or in contemplation of performing its obligations hereunder, such reimbursement not to exceed in the aggregate $65,000. You acknowledge that $45,000 has been paid to you pursuant to the Company's prior agreement to be applied against the expense allowance (and which shall be applied toward such reimbursement of the Representative). You agree that any portion of such $45,000 that is not necessary to reimburse you for your out-of-pocket expenses actually incurred if the sale of the Securities, as contemplated by this Agreement, is not consummated for any reason shall be repaid to the Company.2006