Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and Notes. Any transfer taxes imposed on the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses expenses, including fees and disbursements of counsel for the Underwriters (other than those related except with respect to qualification under FINRA regulations and State securities or Blue Sky laws) review as contemplated above), except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and Notes. Any transfer taxes imposed on the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, 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: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the NYSE and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 any of them of the SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the reasonable fees and disbursements of one counsel for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or Blue Sky blue sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of one counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company and the Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. (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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal reasonable fees and disbursementsdisbursements of Underwriters’ counsel) incident to securing any required review by the 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 expenses, quotation of the Securities on the NASDAQ Capital Market; and any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including the filing fees and disbursements of fees for counsel relating to such memorandum, survey, registration and qualification). Notwithstanding the foregoing, (i) each party will pay for the Underwriters, their own hotel and commercial airfare expenses incurred in connection with the qualification presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits (the “Roadshow”); and (ii) all other incidental costs and expenses in connection with the Roadshow will be paid by the Underwriters. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the . The Company shall not in any event be liable required to pay for any of the several Underwriters for damages Underwriters’ expenses if this Agreement is terminated pursuant to Section 12 hereof. (b) The Company further agrees that, in addition to the expenses payable pursuant to Section 5(a), on account the Closing Date it will pay to the Representative a non-accountable expense allowance equal to two percent (2%) of loss of anticipated profits the gross proceeds received by the Company from the sale by them of the SecuritiesFirm Units by deduction from the proceeds of the offering contemplated herein. The $30,000 retainer amount previously paid by the Company to the Representative shall be deducted from this non-accountable expense allowance amount to be paid to the Representative.

Costs and Expenses. The Company will pay all costs, 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: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the NYSE and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 any of them of the SecuritiesShares.

Costs and Expenses. The Company will shall pay all actual costs, expenses and fees reasonably itemized 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: accounting the fees and disbursements of the accountants for the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company Blue Sky fees of counsel for airfare, hotel and other travel expensesyou; the cost of printing and delivering to, or as requested by, by the Underwriters Underwriter certificates for the Units and copies of the Registration StatementStatement and exhibits thereto, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Selected Dealers Agreement, the Invitation Telecopy, the Blue Sky Survey Memorandum and any supplements or amendments thereto; the filing and listing fees of the Commission, NASD, NASDAQ, and any other similar entity in connection with the offering; the Blue Sky and other regulatory filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securitiesfees; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with transfer agent; the qualification fees and disbursements of the Securities under State securities Escrow Agent; the costs of advertising in publications to be determined by agreement between the Company and the Underwriter in an amount not to exceed $5,000, and any other advertising undertaken at the Company's request, provided, however, that the Company shall not unreasonably withhold its consent to any advertising proposed by you and shall pay the costs of any such advertising to which the Company consents or Blue Sky lawsto which it unreasonably withholds its consent; and the costs of preparing, printing and distributing three (3) bound volumes for you and your counsel. The Company shall notuse a printer acceptable to you. Any transfer taxes imposed on the, howeversale of the Units to the Underwriter shall be paid by the Company. Except as provided in Section 2(g) with respect to the nonaccountable expense allowance or in this Section 4, the Company shall not be required to pay for any of the Underwriters’ expenses (Underwriter's other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except thatexpenses; provided, however, that if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 9 hereof, or by reason because of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily solely to the default or omission of any the Underwriter, then in lieu of the foregoing provisions in this Section 4 (and without prejudice to all other rights and remedies which the Underwriter may have against the Company at law and in equity, and which are in accordance with the NASD's Rules of Fair Practice) the Company shall reimburse the several Underwriters Underwriter upon demand and on an accountable basis for reasonable all out-of-pocket costs and expenses, including all fees and disbursements of counsel, reasonably actually incurred by the Underwriter in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their its obligations hereunder; , but excluding general overhead, salaries, supplies and similar expenses incurred in the Company shall not in any event be liable to any normal conduct of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesbusiness.

Costs and Expenses. (a) The Company will Debtor hereby agrees to pay on demand ------------------ all costs, reasonable out-of-pocket costs and expenses and fees incident to (including without limitation 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 reasonable fees and disbursements of counsel for the Company; any roadshow expenses Bank) incurred by the Company for airfare, hotel Bank in connection with (i) the preparation and other travel expenses; the cost administration 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, (ii) the Blue Sky Survey enforcement of this Agreement and the security interests granted hereunder, (iii) any supplements filings or amendments thereto; recordings with respect to the security interests granted hereunder (including all filing fees and recording fees, stamp taxes, recording taxes and intangible property taxes), (iv) the receipt of proceeds of the Commission; Receivables hereunder, (v) the filing fees care and preservation of the Collateral, and (vi) the preparation of any requested amendments to this Agreement or waivers or consents in connection herewith. Any such expenses (including legal fees and disbursements) incident to securing any required review so incurred by the FINRA Bank shall be secured hereby and be a part of the terms Obligations. (b) If any Lien or tax shall be claimed with respect to the Collateral which in the opinion of the sale Bank may possibly create a valid obligation having priority over the security interest granted to any of them herein, the Securities; Bank may (but shall have no obligation to) in its reasonable discretion and without notice to the Debtor pay such taxes or the amount secured by such lien and the expenses, including amount of such payment shall be charged to the fees Debtor's account and disbursements of counsel for added to the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall notObligations secured hereby; provided, however, that the Bank shall not make such -------- ------- payment with respect to any Lien or tax being contested in good faith by the Debtor by appropriate proceedings if (i) such proceedings shall suspend the enforcement of such Lien or collection of such tax, (ii) no part of the Debtor's rights in and under the Collateral shall be subject to sale, forfeiture or diminution, and (iii) the Debtor shall have furnished such security as may be required in the proceedings or reasonably requested by the Bank. (c) Upon any failure by the Debtor to pay for perform any of its duties and obligations hereunder, the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except thatBank may, if this Agreement but shall not be consummated because the conditions in Section 6 hereof are not satisfiedobligated to, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition all of this Agreement or to comply with any of such duties, and the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily Debtor shall pay to the default Bank, forthwith upon written demand therefor, an amount equal to the cash or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements expense incurred by the Bank in so doing plus interest thereon from the date such expense is incurred until it is paid at a rate equal to the highest rate of counsel, reasonably incurred in connection with investigating, marketing and proposing interest payable by the Borrower from time to market time on the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any Obligations of the several Underwriters for damages on account of loss of anticipated profits from Borrower under the sale by them of Credit Agreement and the SecuritiesNotes issued thereunder.

Costs and Expenses. The Company will pay all costs, parties agree that the Underwriters shall not be responsible for the following 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: (1) accounting fees of the Company; (2) the fees and disbursements of counsel for the CompanyCompany and the Selling Shareholders; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (3) 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, Prospectuses and the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; (4) the filing fees of the Commission; (5) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (6) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Nothing herein, however, shall prevent the Company and the Selling Shareholders from apportioning such costs among themselves under separate agreements. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Selling Shareholders pro rata. The Company and the Selling Shareholders shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Selling Shareholders shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. The Company will pay (a) Subject to Section 8.12(b) and (c), all costs, expenses costs 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; any roadshow expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Company for airfare, hotel and other travel party incurring such expenses; the cost of printing and delivering to. (b) Leslie's California hereby agrees to pay, or reimburse ▇▇▇▇▇▇▇ for, as requested byincurred, the Underwriters copies all Expenses (as hereinafter defined) incurred by or on behalf of the Registration Statement▇▇▇▇▇▇▇ arising out of, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, in connection with or related to this Agreement, the Blue Sky Survey and any supplements or amendments thereto; Reincorporation Merger Agreement, the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; Recapitalization Merger and the expensesReincorporation Merger and the transactions contemplated herein and therein; provided, including that Leslie's California shall not be obligated to pay or reimburse ▇▇▇▇▇▇▇ in excess of $1,000,000 in the fees and disbursements aggregate. (c) If the Recapitalization Merger is not consummated in accordance with this Agreement, Leslie's California hereby agrees to reimburse Poolmart for all Expenses incurred by or on behalf of counsel for the UnderwritersPoolmart arising out of, incurred in connection with or related to this Agreement, the qualification Reincorporation Agreement, the Recapitalization Merger and the Reincorporation Merger and the transactions contemplated herein and therein; provided, that Leslie's California shall not be obligated to pay or reimburse Poolmart in excess of $750,000 in the Securities under State securities or Blue Sky laws. The Company aggregate; and provided further, that Leslie's California shall not, however, not be required to pay or reimburse Poolmart for Expenses if either (x) Poolmart fails in any material respect to perform any of its material obligations under this Agreement and has not cured such non-performance within 20 days after Poolmart has received written notice from Leslie's California specifying the nature of such non- performance, or (y) Poolmart has materially breached any of the Underwriters’ expenses material representations or warranties made by it in Article 5, such breach occurred with the knowledge of Poolmart, and such breach is not cured (other than those related to qualification under FINRA regulations if the same is susceptible of being cured) within 20 days after Poolmart has received written notice from Leslie's California specifying the nature of such breach. (d) For purposes of Section 8.12(b) and State securities or Blue Sky laws) except that(c), 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for "Expenses" means all -------- reasonable out-of-pocket expensesexpenses actually incurred by or on behalf of ▇▇▇▇▇▇▇ or Poolmart, including as the case may be, supported by invoices, including, without limitation, fees and disbursements expenses of counselaccountants, reasonably incurred in connection with investigatingfinancial advisors, marketing attorneys, consultants and appraisers engaged by Poolmart or ▇▇▇▇▇▇▇, as the case may be, or any person providing or proposing to market provide Financing for the Securities or in contemplation Recapitalization Merger as well as commitment and other fees, charges and expenses of performing their obligations hereunderany such person; but the Company provided, that "Expenses" shall not in any event be liable include compensation paid or payable to any individual who is an officer or director of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesLeslie's California.

Costs and Expenses. The Company will pay all costs, 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: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the New York Stock Exchange and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification New York Stock Exchange. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 any of them of the SecuritiesShares.

Costs and Expenses. The Company Trust will pay all costs, expenses and fees incident to the performance of the obligations of the Company Trust under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyTrust; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesTrust; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Trust shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) ), including the fees and expenses of its counsel, 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Trust to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Trust shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Trust 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal reasonable fees and disbursementsdisbursements of Underwriters’ counsel up to $15,000) incident to securing any required review by the FINRA of the terms of the sale of the Units; the preparation, printing, authentication, issuance and delivery of certificates for the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred 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 NASDAQ Capital Market; the printing and delivery of a blue sky memorandum; if applicable, any registration or qualification of the Securities for offer and sale under State the securities or Blue Sky lawsblue sky laws of the several states (including filing fees and fees for counsel for the Underwriters relating to such memorandum, survey, registration and qualification); and all expenses incurred by or on behalf of the Company in connection with presentations to prospective purchasers of the Units. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the . The Company shall not in any event be liable required to pay for any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnderwriters’ expenses if this Agreement is terminated pursuant to Section 12 hereof.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; 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 Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee; and all reasonable and documented out-of-pocket costs and expenses in connection with any roadshow. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky lawslaws or in connection with securing any required review by FINRA) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes 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 SecuritiesNotes.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, 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 legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the Listing Fee of the American Stock Exchange; the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectusespreliminary prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the any Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; 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 Underwriter caused by a breach of the representation in Section 1; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 9 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities offering of the Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesShares.

Costs and Expenses. The Company and the Advisor 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters you copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, and the Prospectus; any fees charged by Fitch, this AgreementMoody's or any other securities rating agency for rating the Shares, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares, estimated not to exceed $25,000; the fees and expenses of the Auction Agent under the Auction Agency Agreement; and the expenses, including the fees and disbursements of counsel for the Underwritersyou up to a maximum amount of $3,000, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ your expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative you pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the your default or omission of any Underwriteromission, then the Company shall reimburse the several Underwriters you for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their your obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters you for damages on account of loss of anticipated profits from the sale by them you of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and in connection with the Acquisitions, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments theretoUnderwriters' Invitation Letter; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA fee of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsNasdaq Stock Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsthe NASD fee) 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 Representative Representatives pursuant to Section 11 11(b)(i) or 11(b)(vi) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) 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 Blue Sky Survey and any supplements or amendments thereto; Underwriters’ selling memorandum, the Underwriters’ invitation letter, (iv) the listing fees of the American Stock Exchange, (v) the filing fees of the Commission; (vi) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; (vii) 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 Units made by the Underwriters caused by a breach of a Company representation; (viii) the fees and expenses of the registrar and transfer agent of the Units and Common Stock and the warrant agent of the Warrants, and (ix) the fees and expenses, including the reasonable fees and disbursements of counsel counsel, for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or blue sky laws including the “Blue Sky lawsSurvey” and “World Sky Survey” and any supplements or amendments thereto. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State state securities or Blue Sky 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectuses, the any Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey New York Stock Exchange supplemental listing application and any supplements or amendments theretoto any of the foregoing; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (vi) any listing fee of the New York Stock Exchange; (vii) 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); (viii) the cost of preparing (including printing), issuing and delivering to the Underwriters the Shares; (ix) 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; and (x) the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky lawslaws and the cost of printing or producing any Blue Sky or legal investment memoranda in connection with the offer and sale of the Shares. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations regulation and State 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 Representative Underwriters pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Custodian Agreement and related Power of Attorney, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholders. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The (a) Subject to paragraph (b) below, the Company will shall pay all coststhe reasonable fees, costs and expenses and fees incident of legal counsel appointed to the performance Mandated Lead Arrangers in connection with the Transaction as soon as reasonably practicable following a demand to do so (provided that such demand is no earlier than as agreed by the Company under the terms of the relevant appointment of that counsel) by an Mandated Lead Arranger (or such later date as may be agreed by the Company and the Majority Mandated Lead Arrangers or (as the case may be) the Company and the relevant legal counsel). (b) The obligations of the Company under this Agreement, including, without limiting paragraph (a) above shall be subject to the generality following qualifications: (i) (other than to the extent expressly agreed to it in writing) the Company shall not have any obligations nor any liability in respect of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees (and related customary disbursements) incident of any legal counsel appointed to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred Mandated Lead Arrangers in connection with the qualification Transaction unless the Company has, prior to the appointment of that legal counsel, (A) expressly agreed to that appointment in writing and (B) been provided with a fee proposal in respect of each such legal counsel which is satisfactory to it (including when such fees may become payable or be requested to be paid and/or any discount in the event of the Securities under State securities transaction being aborted or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses otherwise terminated); and (ii) (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsthe extent expressly agreed to it in writing) except that, if this Agreement the Company shall not be consummated because have any obligations nor any liability in respect of any fees, costs and/or expenses of any legal counsel (A) appointed to the conditions Mandated Lead Arrangers in Section 6 hereof are excess of any maximum amount which the Company has agreed with that legal counsel in connection with the Transaction in the relevant circumstances (including, as applicable, having regard to any abort discount (or similar)) or (B) in respect of which it has not satisfiedbeen provided with an invoice addressed to the Company (and including, to the extent applicable, any VAT number or because this Agreement is terminated equivalent) (containing reasonable details of the relevant invoiced amount). (c) Other than as referred to in under paragraph (a) above or expressly agreed in writing by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on Company after the part of the Company to perform any undertaking or satisfy any condition date of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriterletter, the Company shall reimburse not have any obligations nor any liability in respect of any costs and/or expenses of any Mandated Lead Arranger (including any in respect of any third-party, which are invoiced to or payable or have been paid by an Mandated Lead Arranger) in connection with the several Underwriters for Transaction, other than customary reasonable and documented third-party 'out-of-pocket expensespocket' costs and expenses that are expressly agreed in advance by the Company (acting reasonably) in writing (with any obligation or liability on the Company in respect of such costs and expenses being only in respect of (and up to) the relevant amounts so expressly agreed by the Company). Notwithstanding the forgoing, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not have any obligations nor any liability in respect of any event be liable costs and/or expenses that it has agreed to pay or reimburse (or equivalent) in respect of which it has not been provided with an invoice addressed to the Company (and including, to the extent applicable, any VAT number or equivalent) containing reasonable details of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesrelevant invoiced amount.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 11(b)(1) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, Each of the Tag-Along Sellers shall be severally responsible for its proportionate share (apportioned pro rata based on the number of Shares the Tag-Along Sellers are Transferring in such transaction) of the third-party expenses and fees incident of the Transfer incurred by the Sponsor Investors in connection with such Transfer (except to the performance of the obligations of extent paid or reimbursed by the Company under this Agreementor the Proposed Transferee) and liabilities for indemnification with respect to breaches of representations and warranties made in connection with such Transfer by the Company or any of its Subsidiaries or by the Tag-Along Sellers with respect to the Company, including, without limiting the generality any of the foregoing, the following: accounting fees its Subsidiaries or any of the Company’s or its Subsidiaries’ businesses, and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are on a several and not joint basis to the fees Tag-Along Sellers based on the number of Shares Transferred by the Tag-Along Sellers in such Transfer. The foregoing notwithstanding, (A) the amount of such obligations and disbursements liabilities for which each Tag-Along Seller shall be responsible shall not exceed the consideration actually received by such Tag-Along Seller in such Transfer, (B) a Tag-Along Seller shall not be required to make any representations or warranties in connection with such Transfer except with respect to such Tag-Along Seller, the ownership of counsel and title to its Shares and Options, its organization, its authority and its absence of conflicts and consents, (C) a Tag-Along Seller shall not be responsible for any indemnification obligations and liabilities (other than through escrow or holdback arrangements if the Company; breaching Tag Along Seller indemnifies the other Tag Along Sellers for such liabilities) for breaches of representations and warranties and related escrow or holdback claims made by any roadshow other Tag-Along Seller with respect to such other Tag-Along Seller’s (1) ownership of and title to its, his or her Shares, (2) organization, (3) authority or (4) absence of conflicts and consents and any other matter concerning such other Tag-Along Seller, or for breaches of any covenant specifically relating to a Stockholder made by any other Tag-Along Seller, and (D) no Tag-Along Seller that is a Financial Investor shall be required in connection with such Transfer to (x) be subject to any restrictive covenant that the Sponsor Investors are not also subject to or (y) enter into any (1) covenant or agreement not to solicit or hire employees (unless such covenant or agreement (A) excludes portfolio companies of such Financial Investor, except where such Financial Investor directs, encourages or facilitates such solicitation or hiring and (B) excludes general solicitations (e.g., newspaper advertisements and hiring fairs) not targeted at specific employees) or (2) covenant not to compete. All costs and expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred its Subsidiaries in connection with the qualification of the Securities under State securities proposed Transfer pursuant to this Section 4.4 (whether or Blue Sky laws. The Company shall notnot consummated), howeverincluding all attorneys’ fees and expenses, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, will be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 paid by the Representative pursuant to Company or its Subsidiaries. Except as otherwise set forth in this Section 11 hereof4.4(c)(iii), any costs and expenses incurred by or by reason on behalf of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable outall Tag-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred Along Sellers in connection with investigating, marketing and proposing any proposed Transfer pursuant to market this Section 4.4 (whether or not consummated) will be borne by the Securities 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 Securitiesapplicable Tag-Along Seller.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Blue Sky Survey Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursementsdisbursements of Underwriters counsel) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the filing fees and disbursements of counsel for the Underwriters, incurred in connection with the expenses incident to qualification of the Securities under State securities or Blue Sky lawslaws (including reasonable legal fees and disbursements of Underwriters counsel) and the Listing Fee of The New York Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters costs, expenses and fees (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky lawslaws and those of counsel of the Underwriters related thereto) 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares. The reimbursement obligations of the Company pursuant to this Section 5 shall survive termination of this Agreement.

Costs and Expenses. The Company and CPS will pay upon receipt of a written request therefor all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and will, jointly and severally, reimburse the Underwriters for all reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Certificates or in contemplation of performing the Underwriters' obligations hereunder and 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Final Prospectuses, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, the listing application in respect of the Certificates, the Blue Sky Survey Survey, if any, and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) any fees charged by the filing Rating Agencies for rating the Certificates; and (vi) the fees and expenses (of the Trustee, including legal the fees and disbursements) incident disbursements of counsel for the Trustee, in connection with the Certificates, the Pooling and Servicing Agreement and the other Basic Documents to securing any required review by which the FINRA of the terms of the sale of the Securities; Trustee is a party and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Certificates under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if If this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by each of the Representative Underwriters pursuant to Section 11 12 hereof (other than on the basis of a default by the Underwriters pursuant to Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company or CPS to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company and CPS, jointly and severally, shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Certificates or in contemplation of performing their obligations hereunderhereunder upon receipt of a written request therefor; 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 SecuritiesCertificates. Except to the extent expressly set forth in this Section 6, the Underwriters shall each be responsible for their own costs and expenses, including the fees and expenses of their counsel.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, Prospectus and this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel for expenses incurred with respect to the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawsShares on the Nasdaq Stock Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 6 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any the Underwriter, then the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any no event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsFINRA. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer 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 SecuritiesShares and, further, in no event shall the Issuer be responsible for expenses of the Underwriters in excess of $250,000.

Costs and Expenses. The Company will pay all costs, a. Attorney acknowledges and agrees that Attorney shall not be entitled to claim or receive any reimbursement/payment from the County for any law practice-related overhead costs or expenses and fees incident to incurred by Attorney during the performance course of the obligations of the Company rendering legal services under this Agreement, Agreement (including, without limiting limitation, commuting expenses relating to travel to either the generality Franklin County Courthouses or to any meetings within the city limits of Richland, Kennewick, Pasco, or West Richland, costs and expenses associated with Attorney’s office, office staff, office equipment/facilities, and/or other office or law practicerelated resources). However, under any circumstances, unless otherwise prohibited in another provision in this agreement, Attorney shall be entitled to compensation for his/her time incurred in undertaking the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; activity that generates 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel time incurred for the Underwriters, incurred in connection with the qualification of the Securities under State securities commuting or Blue Sky laws. traveling to/from meetings). b. The Company shall notCounty recognizes, however, be required that in certain circumstances the need may arise for Attorney to pay for any incur certain types of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses directly related to an indigent person’s case such as private investigator fees, including fees psychological or psychiatric evaluations, interpreter fees, scientific test fees, expert witness fees, (“service providers”) and disbursements costs of counselout-of-area travel, reasonably incurred in connection meals and lodging. (i) Attorney shall be entitled to receive reimbursement for the actual cost of such out-of-pocket expenditures or may arrange with investigatingthe PDM for the service provider to be compensated directly by the PDM provided that, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company however, Attorney shall not incur any such expense (and shall not direct a service provider to incur any expenses) nor shall Attorney be entitled to be reimbursed or the service provider be compensated for any such expense unless such expense has been pre-approved pursuant to process for such pre-approval established by the PDM and promulgated by written policy. Such preauthorization will state and provide a specific dollar amount for the requested and authorized expenditure; provided that, in any the event be liable it is not reasonably possible to state and provide a specific dollar amount for a particular requested expenditure, such order may nevertheless provide authorization for the expenditure but shall establish and set forth a maximum dollar expenditure amount. In regard to any reimbursement to Attorney for any PDM-approved expenditures and costs pertaining to case-related travel, meals, and lodging, any reimbursement to Attorney for such expenditures and costs shall not exceed the locally adjusted amounts that are established and published by the Federal General Services Administration. (ii) In addition to any other prerequisites imposed by court rules, procedures, or standards, as a precondition to Attorney being eligible to be reimbursed or a service provider being eligible to be compensated for an expenditure under this paragraph, either Attorney or service provider shall be required to submit a claim for compensation to the PDM that identifies the specific expenditure(s) for which reimbursement is sought (exercising appropriate discretion to protect client confidentiality given that such claims are matters of public record unless sealed by the court at Attorney’s request) and that has attached thereto a copy of the several Underwriters pre-authorization that specifically pre-approved and authorized such expenditure(s) (unless sealed by the court at Attorney’s request) together with attached copies of all written payment receipts relating to such incurred expenditure(s) (unless sealed by the court at Attorney’s request). Attorney’s administrative time expended to prepare, submit, and process claims shall not be billable to the County. All payment vouchers and requests for damages on account reimbursement under this paragraph shall be subject to the PDM’s review and final approval for payment. Attorney shall submit such claims for compensation to the PDM within sixty (60) days of loss Attorney incurring the expense(s) for which reimbursement is sought, and the County shall have the right to deny payment of anticipated profits any claim that is not timely submitted within said requisite sixty (60) day period. (iii) In the case of reimbursement for travel mileage the following provisions shall apply: 1)Attorney shall be reimbursed at the rate then published by the Federal General Services Administration for use of personally owned vehicles; 2)only travel to and from the sale by them destinations outside of the Securitiescity limits of Richland, Kennewick, Richland, and West Richland shall be eligible for reimbursement; and 3) the mileage shall be calculated based on a starting point of the Franklin County Courthouse for Franklin County cases.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and reasonable expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; costs and expenses incident to listing the Shares on The Nasdaq Global Market; 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(c) hereof; and the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations regulation 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 satisfiedsatisfied (unless such failure is due primarily to the default or omission of any Underwriter), or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel incident to the listing agreement for the Underwriters, incurred in connection with New York Stock Exchange. Any transfer taxes imposed on the qualification sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its 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 it of the SecuritiesShares.

Costs and Expenses. 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholder; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that the Selling Shareholder engages special legal counsel to represent him in connection with this offering, the fees and expenses of such counsel shall be borne by the Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholder 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 SecuritiesShares.

Costs and Expenses. (a) The Company will Borrowers agree to pay on demand all costs, reasonable costs and expenses and fees incident to the performance of the obligations Agent in connection with the preparation, execution, delivery, filing for record, modification, administration and amendment of this Agreement (including, without limitation, any amendment), the Company under this AgreementNotes, the Letters of Credit, and the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. Without limiting the generality of the foregoing, the followingsuch costs and expenses shall include: accounting fees of the Company; the fees (i) reasonable attorneys’ and paralegals’ costs, expenses and disbursements of counsel for to the CompanyAgent; any roadshow (ii) extraordinary expenses incurred by of Agent in connection with the Company for airfare, hotel and other travel expenses; the cost administration 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 Blue Sky Survey Notes, Letters of Credit, any other Loan Document and any supplements or amendments theretothe other instruments and documents to be delivered hereunder; (iii) the filing fees of the Commission; the filing reasonable fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses of special counsel for the Agent or the Agent for the benefit of the Lenders, including fees with respect thereto and disbursements of local counsel, reasonably incurred if any, who may be retained by said special counsel with respect thereto; (iv) costs and expenses of the Agent (including reasonable attorneys and paralegal costs, expenses and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with investigatingthis Agreement, marketing the Notes, any Letters of Credit or any other Loan Document and proposing the transactions contemplated thereby; (v) sums paid or incurred by the Agent to market pay any amount or take any action required of the Securities Borrowers under this Agreement, the Notes or any Loan Document that the Borrowers fail to pay or take; (vi) the cost of any appraisal, survey, environmental audit or the retention of any other professional service or consultant commenced after the occurrence and continuation of an Event of Default and deemed reasonably necessary by the Agent; (vii) costs of inspections and periodic review of the records of Holdings or any of its Subsidiaries, including, without limitation, travel, lodging, and meals for inspections of Holdings’ and its Subsidiaries’ operations by the Agent at any time after the occurrence and during the continuation of an Event of Default; (viii) as specified in contemplation the Fee Letter, costs and expenses of performing their obligations forwarding loan proceeds, fees, interest and other payments to the Lenders; and (ix) costs and expenses (including, without limitation, attorneys’ fees) paid or incurred to obtain payment of the Obligations (including the Obligations arising under this Section 15.4), enforce the provisions of the Credit Agreement, the Notes, or any other Loan Document, or to defend any claims made or threatened against the Agent arising out of the transactions contemplated hereby (including without limitation, preparations for and consultations concerning any such matters). The Borrowers further agree to pay on demand all costs and expenses of each Lender, if any (including reasonable counsel fees and expenses), in connection with the restructuring or the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, any other Loan Document and the other documents to be delivered hereunder; but , including, without limitation, reasonable counsel fees and expenses in connection with the Company enforcement of rights under this Section 15.4. The foregoing shall not in be construed to limit any event other provisions of this Agreement, the Notes, or any other Loan Documents regarding costs and expenses to be liable to any paid by the Borrowers. All of the several Underwriters for damages on account foregoing costs and expenses may be charged, in the Agent’s sole discretion, to the Borrowers’ loan accounts as Revolving Credit Loans (notwithstanding existence of loss any Incipient Default or Event of anticipated profits from Default or the sale by them failure of the Securitiesconditions of Article 7 to have been satisfied).

Costs and Expenses. 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) any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (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 Blue Sky Survey Agreement and any supplements or amendments thereto; (v) the filing fees of the Commission; (vi) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (vii) the listing fee of the Nasdaq Capital Market; (viii) 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); and (ix) the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes, stamp duties or other taxes or duties imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) ), except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 Sections 11(a)(i) or 11(a)(vii) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder. Each Selling Stockholder will pay all costs, expenses and fees incident to the performance of such Selling Stockholder’s obligations hereunder which are not specifically provided for in this Section 6, including (i) any fees and expenses of counsel for such Selling Stockholder; but (ii) such Selling Stockholder’s pro rata share of the fees and expenses of the Agent and Custodian; and (iii) all expenses, stamp duties, transfer taxes and other taxes, and duties incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder. The provisions of this Section shall not affect any agreement that the Company shall not in any event be liable to any and the Selling Stockholders may make for the sharing of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiessuch costs and expenses.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; 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 Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes 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 SecuritiesNotes.

Costs and Expenses. The Subject to the Registration Rights Agreement, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholder 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 CompanyCompany and one counsel selected by the Selling Stockholder; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter; (iv) any roadshow expenses incurred by of the Company for airfare, hotel and its representatives (other travel expensesthan the Underwriter); (v) the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky Survey and survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission, if any; (vii) the filing fees and expenses (including legal fees and disbursementsdisbursements of counsel to the Underwriter in an amount not to exceed $10,000) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (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 the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Shares under State foreign or state securities or Blue Sky lawslaws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriter in an amount not to exceed $10,000). The Company shall not, however, be required to pay for any underwriting discounts and commissions, incentive or advisory fees payable to the Underwriter in connection with the transactions contemplated hereby or transfer taxes, if any, on behalf of the Underwriters’ Selling Stockholder, which shall be paid by the Selling Stockholder. In addition, Company shall not be required to pay for any of the Underwriter’s expenses (other than those all the expenses and fees related to qualification under FINRA regulations regulation and State 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 Representative Underwriter pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket and documented expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but neither the Company nor the Selling Stockholder shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. 25.1 The Company will pay Borrower shall on demand pay, in each case on the basis of a full indemnity to SIF:- (a) 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees legal, printing, publicity and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably ) incurred in connection with investigatingthe negotiation, marketing preparation or completion of this Deed, the Security Documents and proposing any related documents and the arrangement of the Facility; and (b) all expenses (including legal and out-of-pocket expenses) incurred in connection with any variation, consent or approval relating to market this Deed, the Securities Security Documents or any related documents or in contemplation connection with the preservation, enforcement or the attempted preservation or enforcement by SIF of performing their obligations hereunder; but the Company shall not in any event be liable to any of its rights, powers and remedies under this Deed, the several Underwriters Facility Letter and the Security Documents or any related documents. 25.2 The Borrower shall pay the goods and services tax (“GST”) or other value-added tax by whatever name called and accordingly, the Borrower shall pay any GST chargeable on the Charged Assets or in respect of any monies payable under this Deed, the Facility Letter and the Security Documents, such payment to be made on demand or at any such time or times as SIF may stipulate. The invoice of SIF as to the amount of GST payable by the Borrower under this clause in respect of any period shall, in the absence of manifest error, be conclusive and binding on the Borrower, both as to the amount thereof and the Borrower’s liability therefor. In the event that SIF is obliged by law to pay the GST to the relevant authorities, the Borrower shall reimburse SIF in full on demand and until repayment by the Borrower, SIF shall be entitled to charge interest at the Default Interest Rate. If any duties, licence or import fees or other payments are payable in relation to Charged Assets, such duties, licence or mport fees or payments shall be borne exclusively by the Borrower and in default of such payment, it shall be lawful (but not obligatory) for damages SIF to pay such duties, licence or import fees or other payments and thereupon the sums so paid by SIF shall on account of loss of anticipated profits demand be repaid to SIF with interest thereon at the Default Interest Rate from the sale date of payment thereof by them SIF to the date of repayment by the SecuritiesBorrower.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Securities; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the Securities; and the expenses, including fees incident to the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawson any stock exchange. Any transfer taxes imposed on the sale of the Securities to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their its 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 any of them of the Securities.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters’ Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; 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 Units made by the Underwriters caused by a breach by the Company of a representation; and the expenses, including the reasonable fees and disbursements of one counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' invitation letter, the listing application, the Blue Sky Survey survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to incurred in connection with securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the listing fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any Selling Shareholder engages special legal counsel to represent it in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder, except as otherwise provided in the registration rights agreements between the Company and certain Selling Shareholders. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 hereofhereof , or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Sellers 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, 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 legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, expenses incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' invitation letter, the listing application, the Blue Sky Survey survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by NASD Regulation, Inc. (the FINRA "NASD") of the terms of the sale of the SecuritiesShares; the listing fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, 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: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the fees incident to the listing of the Shares on the NYSE and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsShares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations expenses, including fees and State securities or Blue Sky laws) disbursements of counsel for the Underwriters, except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 any of them of the SecuritiesShares.

Costs and Expenses. The (a) Whether or not this Agreement becomes effective or the sale of the Units to the Underwriter 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 the generality of the foregoingbut not limited to, the following: accounting fees and expenses of counsel to the Company and of the Company's accountants; the costs and expenses incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), Preliminary Prospectus and the Prospectus, as amended or supplemented, or the Term Sheet, the fee of the NASD in connection with the filing required by the NASD relating to the offering of the Units contemplated hereby; all expenses, including reasonable fees and disbursements of counsel for to the Company; any roadshow expenses incurred by Underwriter, in connection with the Company for airfare, hotel and other travel expensesqualification of the Units under the state securities or blue sky laws which the Underwriter shall designate; the cost of printing and delivering to, or as requested by, furnishing to the Underwriters Underwriter copies of the Registration Statement, each Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Selling Agreement and the Blue Sky Survey Memorandum, any fees relating to the listing of the Units, Class A Common Stock and Warrants on the Nasdaq SmallCap Market or any supplements or amendments thereto; other securities exchange, the filing cost of printing the certificates representing the securities comprising the Units, the fees of the Commission; transfer agent and warrant agent and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA cost of publication of at least two "tombstones" of the terms offering (at least one of the sale which shall be in national business newspaper and one of the Securities; which shall be in a major New York newspaper) and the expensescost of preparing at least four hard cover "bound volumes" relating to the offering, including the fees and disbursements of counsel for the Underwriters, incurred in connection accordance with the qualification of the Securities under State securities or Blue Sky lawsUnderwriter's request. The Company shall notpay any and all taxes (including any transfer, howeverfranchise, capital stock or other tax imposed by any jurisdiction) on sales to the Underwriter hereunder. The Company will also pay all costs and expenses incident to the furnishing of any amended Prospectus or of any supplement to be required attached to pay the Prospectus as called for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition 3(a) of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily except as otherwise set forth in said Section. (b) In addition to the default or omission of any Underwriter, foregoing expenses the Company shall reimburse at the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing First Closing Date pay to market the Securities 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 Securities▇.▇.

Costs and Expenses. The Whether or not the Registration Statement becomes effective, the Company and the Selling Stockholders (to the extent of their prorata share based on the number of Shares sold by each) will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Underwriting 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the to Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectus, the Prospectus, this Underwriting Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaire and Power of Attorney, and the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the filing or listing fees imposed with respect to listing of the Shares on The Nasdaq Stock Market's National Market, and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws and the laws of any foreign jurisdiction. The Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company. Neither the Company nor the Selling Stockholders shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Underwriting Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Underwriting Agreement is terminated by the Representative pursuant to Section 11 hereof6 hereof (other than by reason of the failure of the events described in the first sentence of Section 6(d)), or by reason of any failure, refusal or inability on the part of the Company or any of the Selling Stockholders to perform any undertaking or satisfy any condition of this Underwriting Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for all of their actual, accountable out-of-pocket costs and expenses, including reasonable attorneys' fees and out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters' Selling Memorandum and the Underwriters' Invitation Letters, this Agreementif any, 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 legal fees and disbursementsdisbursements other than those of Underwriters' counsel except as set forth below) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, not to exceed $5,000 (assuming the Shares are listed on the American Stock Exchange), incurred in connection with (i) the qualification of the Securities Shares under State state securities or Blue Sky lawslaws or (ii) the Blue Sky Survey and any supplements or amendments thereto. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations and State 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunderhereunder in an amount not to exceed $100,000, in each case following reasonably detailed invoices therefor; 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and fees for an investigative search firm of the expenses, including Representative’s choice to conduct an investigation of the principals of the Company and any related persons; the fees and disbursements of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Underwriters, incurred in connection with Underwriters and all other costs and expenses customarily borne by an issuer incident to the qualification performance of the Securities under State securities or Blue Sky lawsits obligations herein which are not specifically provided for herein. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey NASDAQ Capital Market listing application, and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the listing and application fees of the NASDAQ Capital Market; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, expenses incurred in connection with the preparation, printing and delivery of a blue sky memorandum, and any registration or qualification of the Securities for offer and sale under the State securities or Blue Sky lawslaws of the several states (including filing fees and fees for counsel for the Underwriters relating to such memorandum, registration and qualification). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to the blue sky memorandum and the qualification of the Securities by FINRA and under FINRA regulations and the 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The (a) Paul▇▇▇ ▇▇▇estment Company, Inc. shall be entitled to reimbursement from the Company, for itself alone and not as the Representative of the Underwriters, to a non-accountable expense allowance equal to _____ % of the aggregate initial public offering price of the Firm Units and any Option Units purchased by the Underwriters. Paul▇▇▇ ▇▇▇estment Company, Inc. shall be entitled to withhold this allowance on the Closing Date related to the purchase of the Firm Units or the Option Units, as the case may be. In the event the offering is not consummated, any portion of the $25,000 advanced to Paul▇▇▇ ▇▇▇estment Company, Inc. that is unaccounted for will be returned to the Company. (b) In addition to the payment described in Paragraph (a) of this Section 5, 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Nasdaq SmallCap Market listing application, the costs of the due diligence investigation of the principals of the Company, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal any fees and disbursements) incident to securing any the required review by the FINRA NASD of the terms and conditions of the sale underwriting arrangements; the listing fee of the SecuritiesNasdaq SmallCap Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Units to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA NASD regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfiedconsummated, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable actual out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and in connection with the Founding Company Mergers, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including disbursements but excluding legal fees and disbursementsof counsel to the Underwriters) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsThe New York Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsNASD regulations) 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 Representative Underwriters pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ; fees and expenses related to Blue Sky Survey and any supplements or amendments theretomatters; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNASD. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 8 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 7 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal 16 15 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Selling Shareholders 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; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements, which shall equal $10,000) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; 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); and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters (which shall equal $5,000), incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Selling Shareholders shall not, however, be required to pay for any of the Underwriters’ expenses Underwriter’s expenses, including fees of their counsel (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; if necessary, the costs and expenses of qualifying the Securities for sale under state or foreign securities or “blue sky” laws; and the expensesListing Fee of the American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of investigative search firms of the Representative’s choice to conduct an investigation of each individual named in the Preliminary Prospectus or the Prospectus as a sponsor, including officer, director or special advisor to the fees Company and disbursements of counsel will reimburse the Underwriters for expenses incurred by the Underwriters, incurred Underwriters in connection with the qualification any “road show” or other presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits, up to a maximum amount of $55,000. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 Securities.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $40,000, plus disbursements). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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; its share of any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; 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); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal fees and disbursementsdisbursements of Underwriters’ counsel) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; if necessary, the costs and the expenses, expenses (including the fees and disbursements of counsel Underwriters’ counsel) of qualifying the Securities for sale under state or foreign securities or “blue sky” laws; and the Listing Fee of the American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of an investigative search firm (up to a maximum of $___) of the Representative’s choice to conduct an investigation of each individual named in the Preliminary Prospectus or the Prospectus as a sponsor, officer, director or special advisor to the Company and will reimburse the Underwriters for the Underwriters, out-of-pocket expenses incurred by the Underwriters in connection with the qualification any “road show” or other presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein 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 Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Guarantor 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Indenture, the Blue Sky Survey survey and any supplements or amendments thereto; the filing fees of the Commission; any fees payable in connection with the filing fees rating of the Notes; the costs and expenses (including including, without limitation, any damages or other amounts payable in connection with legal fees and disbursementsor contractual liability) incident to securing associated with the reforming of any required review by the FINRA of the terms of the contracts for sale of the SecuritiesNotes made by the Underwriters caused by a breach of the representation in Section 1(b); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes and Guarantees under State securities or Blue Sky laws; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes 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 SecuritiesNotes.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 ; fees and expenses related to Blue Sky Survey and any supplements or amendments theretomatters; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNASD. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 8 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 7 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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 (except roadshow expenses incurred by the Company for airfare, hotel and other travel expensesUnderwriters); (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 survey and, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (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, including the expenses (other than legal fees and disbursements of counsel for the Underwriters, ) incurred in connection with the qualification of the Securities Shares under State foreign or state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s costs or expenses (other than those related to qualification under FINRA 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 Representative Representatives pursuant to Section 11 10(a)(i) or (vi) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable and documented fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares. Notwithstanding anything to the contrary in this Section 5, the Company, on the one hand, and the Underwriters, on the other hand, shall share pro-rata (based on the number of passengers from the Company and the Underwriters) any third party costs of private aircraft incurred by or on behalf of the Company in connection with the roadshow.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters’ Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $[ ], plus disbursements). The Company agrees to pay all direct costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Notes, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Notes; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any amendments or supplements or amendments thereto; the fees incident to the listing of the Notes on any securities exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesNotes; and the expenses, including fees incident to the fees listing of the Underlying Securities on the NYSE and disbursements of counsel for the Underwriters, incurred in connection applicable listing agreement with the qualification NYSE. Any transfer taxes imposed on the sale of the Securities under State securities or Blue Sky lawsNotes to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes 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 any of them of the SecuritiesNotes.

Costs and Expenses. The (a) Whether or not this Agreement becomes effective or the sale of the Units to the Underwriters 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 the generality of the foregoingbut not limited to, the following: accounting fees and expenses of counsel to the Company (which fees shall not exceed $150,000) and of the Company's accountants; the costs and expenses incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), Preliminary Prospectus and the Prospectus, as amended or supplemented, or the Term Sheet, the fee of the NASD in connection with the filing required by the NASD relating to the offering of the Units contemplated hereby; all expenses, including reasonable fees and disbursements of counsel for to the Company; any roadshow expenses incurred by Underwriters, in connection with the Company for airfare, hotel and other travel expensesqualification of the Units under the state securities or blue sky laws which the Representative shall designate; the cost of printing and delivering to, or as requested by, furnishing to the several Underwriters copies of the Registration Statement, each Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Agreement Among Underwriters, Selling Agreement, Underwriters' Questionnaire, Underwriters' Power of Attorney and the Blue Sky Survey Memorandum, any fees relating to the listing of the Units, Common Stock and Warrants on the Nasdaq National Market or any supplements or amendments thereto; other securities exchange, the filing cost of printing the certificates representing the securities comprising the Units, the fees of the Commission; transfer agent and warrant agent the filing fees cost of publication of at least three "tombstones" of the offering (at least one of which shall be in national business newspaper and one of which shall be in a major New York newspaper) and the cost of preparing at least four hard cover "bound volumes" relating to the offering, in accordance with the Underwriters' request. The Company shall pay any and all taxes (including any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales to the Underwriters hereunder. The Company will also pay all costs and expenses incident to the furnishing of any amended Prospectus or of any supplement to be attached to the Prospectus as called for in Section 3(a) of this Agreement except as otherwise set forth in said Section. (b) In addition to the foregoing expenses the Company shall at the First Closing Date pay to the Representative, in its individual rather than representative capacity, a non-accountable expense allowance of $_______ of which $_______ has been paid. In the event the overallotment option is exercised, the Company shall pay to the Representative at the Option Closing Date an additional amount equal to 3% of the gross proceeds received upon exercise of the overallotment option. In the event the transactions contemplated hereby are not consummated by reason of any action by the Representative (except if such prevention is based upon a breach by the Company of any covenant, representation or warranty contained herein or because any other condition to the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled) the Company shall be liable for the accountable expenses of the Representative, including legal fees and disbursements) incident fees, up to securing a maximum of $_______. In the event the transactions contemplated hereby are not consummated by reason of any required review action of the Company or because of a breach by the FINRA Company of any covenant, representation or warranty herein, the Company shall be liable for the accountable expenses of the terms of the sale of the Securities; and the expensesRepresentative, including legal fees, up to a maximum of $_______. (c) No person is entitled either directly or indirectly to compensation from the fees and disbursements of counsel Company, from the Representative or from any other person for the Underwriters, incurred services as a finder in connection with the qualification proposed offering, and the Company agrees to indemnify and hold harmless the Representative and the other Underwriters, against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which the Securities under State securities Representative or Blue Sky laws. The Company shall notsuch other Underwriter or person may become subject insofar as such losses, howeverclaims, be required to pay for damages or liabilities (or actions in respect thereof) arise out of or are based upon the claim of any of the Underwriters’ expenses person (other than those related an employee of the party claiming indemnity) or entity that he or it is entitled to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because a finder's fee in connection with the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or proposed offering by reason of any failure, refusal such person's or inability on entity's influence or prior contact with the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securitiesindemnifying party.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsLaws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of one counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky lawsLaws) 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel road show expenses; 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 Blue Sky Survey Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws which shall not exceed $5,000. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation 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 satisfiedsatisfied (other than the conditions in Section 6(d)), or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, 9 hereof or by reason Section 11(a) hereof (except for the occurrence of any failureevent specified in clauses (ii), refusal (iii), (iv), (v) or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter(viii)), the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including ; the fees registration of the Securities under the Exchange Act and disbursements the quotation of counsel for the Underwriters, incurred Securities on the OTC Bulletin Board; the printing and delivery of a blue sky memorandum and the Secondary Market Trading Survey (as defined in connection with the Section 6(k) hereof); and any registration or qualification of the Securities for offer and sale under the State securities or Blue Sky lawslaws of the several states (including filing fees and fees for counsel for the Company relating to such memorandum, survey, registration and qualification). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsAmerican Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA 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 Representative Underwriter pursuant to Section 11 10(a)(i) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesUnits.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters’ Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $[ ], plus disbursements). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, 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: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing agreement for the New York Stock Exchange; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws, up to a maximum aggregate amount of $3,000 (excluding filing fees imposed by the relevant jurisdictions). Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their respective 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 any of them of the SecuritiesShares.

Costs and Expenses. The Whether or not the Registration Statement becomes effective, 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the to Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectus, the Prospectus, this Agreement, the Blue Sky Survey Agreement Among Underwriters, the Selected Dealer Agreement, the Underwriters' Questionnaire and Power of Attorney, and any blue sky survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA SEC and the NASD of the terms of the sale of the SecuritiesShares; any applicable listing fees; the cost of printing certificates representing the Shares; the cost and charges of any transfer agent or registrar; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification or exemption of the Securities Shares under State securities applicable blue sky laws and the laws of any foreign jurisdiction. Each of the Selling Stockholders will pay all costs, expenses and fees incident to the performance of its or Blue Sky lawshis obligations under this Agreement. The Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company shall notor such Selling Stockholder, as appropriate. Neither the Company nor the Selling Stockholders shall, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification or exemption under FINRA regulations blue sky and State securities or Blue Sky foreign laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof unless such termination results from a failure to satisfy a condition due to the default or omission of any Underwriter (including any default under Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any UnderwriterUnderwriter (including any default under Section 10 hereof), then the Company shall reimburse the several Underwriters for reasonable all of their out-of-pocket costs and expenses, including attorneys' fees and out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares. The Company and the Selling Stockholders may agree, as among themselves as to any further allocation among themselves of the respective amounts of such costs for which they each shall be responsible under this Agreement.

Costs and Expenses. The Company will pay (a) Each party covenants and agrees that it shall be responsible for and bear its respective costs and expenses in connection with, or arising out of, the negotiation and execution of this Agreement and consummation of the transactions provided for herein; provided, however, that Seller shall bear and be responsible for any and all costs, expenses and fees incident sales or transfer taxes applicable to the performance transfer of Assets provided for herein. (b) In the event any or all of the transactions described in this Agreement fail to close in accordance with the terms hereof because Seller is in default hereunder or has failed to obtain director or shareholder approval or any other required consent and provided Buyer is not in default hereunder, Seller shall pay to Buyer, as liquidated damages, within three (3) days following demand by Buyer, the amount of $150,000, the parties having attempted in good faith to ascertain the damages which will result should the transactions fail to close other than due to the fault or breach of Buyer, and said sum represents the parties' best efforts to estimate such damage. In the event any or all of the transactions described in this Agreement fail to close in accordance with the terms hereof, and such failure is due solely to the breach by Buyer of its obligations hereunder or because any of the conditions described in Sections 8.1 through 8.7 have not been satisfied or waived in writing by Seller, Buyer shall pay to Seller, as liquidated damages, immediately upon demand by Seller the amount of $100,000, the parties having attempted in good faith to ascertain the damages which will result should the transactions fail to close due solely to the fault or breach of Buyer, and said sum represents the parties' best efforts to estimate such damage. (c) Seller agrees that should Seller fail to pay in full to Buyer as liquidated damages the sum of $150,000 within three (3) days following demand by Buyer as required pursuant to the first sentence of Section 14.1(b), Buyer may, at its sole election and upon notice to Seller, satisfy such payment obligations of Seller by selecting, removing and retaining for Buyer's own account for no additional consideration, such Promotional Inventory of Seller as remains on hand and which Buyer desires to acquire, having a purchase price (calculated in accordance with Section 2.5(b)) equal to (x) $150,000 less (y) the Company amount of liquidated damages actually paid by Seller to Buyer pursuant to Section 14.1(b). Buyer agrees that, should it elect to satisfy Seller's payment obligations under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees Section 14.1(b) by selecting and disbursements of counsel retaining for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses its account Promotional Inventory (including legal fees and disbursements) incident subject to securing any required review by the FINRA of the terms of and conditions contained in this Paragraph 14.1(c)), Buyer shall, prior to selecting such Inventory, satisfy Seller's liquidated damages payment obligation by setting off such amount, to the sale of the Securities; fullest extent possible, against its royalty payment obligations (described in Section 2.5(a)(iii)) then due and the expensesowing to Seller. Seller agrees to cooperate with Buyer and shall use its best efforts to cause Bank and others to cooperate with Buyer, including the fees and disbursements of counsel for the Underwriters, incurred in all reasonable respects in connection with the qualification Buyer's selection, removal and transport of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative Promotional Inventory pursuant to this Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities14.1(c).

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and the Indenture, including, without limiting the generality of the foregoing, the following: the fees incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee; the fees payable to rating agencies in connection with the rating of the Securities; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Indenture and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the Securities; and the expenses, including fees incident to the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawson any stock exchange. Any transfer taxes imposed on the sale of the Securities to the Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(h) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their its 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 any of them of the Securities.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters up to a maximum amount of $[15,000], incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities.

Costs and Expenses. 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company or the Selling Shareholders, as the case may be. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. 25.1 The Company will pay Borrower shall on demand pay, in each case on the basis of a full indemnity to SingFinance:- (a) 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees legal, printing, publicity and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably ) incurred in connection with investigatingthe negotiation, marketing preparation or completion of this Deed, the Security Documents and proposing any related documents and the arrangement of the Facility; and (b) all expenses (including legal and out-of-pocket expenses) incurred in connection with any variation, consent or approval relating to market this Deed, the Securities Security Documents or any related documents or in contemplation connection with the preservation, enforcement or the attempted preservation or enforcement by SingFinance of performing their obligations hereunder; but the Company shall not in any event be liable to any of its rights, powers and remedies under this Deed, the several Underwriters Facility Letter and the Security Documents or any related documents. 25.2 The Borrower shall pay the goods and services tax (“GST”) or other value-added tax by whatever name called and accordingly, the Borrower shall pay any GST chargeable on the Charged Assets or in respect of any monies payable under this Deed, the Facility Letter and the Security Documents, such payment to be made on demand or at any such time or times as SingFinance may stipulate. The invoice of SingFinance as to the amount of GST payable by the Borrower under this clause in respect of any period shall, in the absence of manifest error, be conclusive and binding on the Borrower, both as to the amount thereof and the Borrower’s liability therefor. In the event that SingFinance is obliged by law to pay the GST to the relevant authorities, the Borrower shall reimburse SingFinance in full on demand and until repayment by the Borrower, SingFinance shall be entitled to charge interest at the Default Interest Rate. If any duties, licence or import fees or other payments are payable in relation to Charged Assets, such duties, licence or mport fees or payments shall be borne exclusively by the Borrower and in default of such payment, it shall be lawful (but not obligatory) for damages SingFinance to pay such duties, licence or import fees or other payments and thereupon the sums so paid by SingFinance shall on account of loss of anticipated profits demand be repaid to SingFinance with interest thereon at the Default Interest Rate from the sale date of payment thereof by them SingFinance to the date of repayment by the SecuritiesBorrower.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under (a) Except as otherwise provided in this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees all costs and disbursements of counsel for the Company; any roadshow expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Company for airfare, hotel and other travel party incurring such expenses; provided, -------- however, that Logitech Subsidiary and the cost of printing and delivering to, or as requested by, Company shall share equally the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees costs and expenses (including other than legal fees and disbursementsaccounting fees) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification filing, printing and mailing of the Securities under State securities or Blue Sky laws. The Offer Documents and all regulatory filings. (b) If Logitech Subsidiary shall have terminated this Agreement pursuant to Section 10.1(d)(iii), the Company shall notpromptly, howeverbut in any event no later than one business day after the date of such termination, be required pay Logitech Subsidiary a fee equal to pay for any of $4,500,000 in immediately available funds (the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that"Termination Fee"). In addition, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by Logitech ----------- --- Subsidiary or the Representative Company, as applicable, prior to the Effective Time pursuant to Section 11 hereof10.1(b)(i) without any material failure by Logitech Subsidiary to fulfill any obligation under this Agreement having been the primary cause of the failure of Logitech Subsidiary to consummate the Offer, and (i) following the date of this Agreement and prior to the termination of this Agreement, any Acquisition Proposal shall have been publicly announced or shall have become publicly known, and (ii) within 12 months following the termination of this Agreement, either a Company Acquisition (as defined below) is consummated, or by reason of any failurethe Company shall enter into an agreement providing for a Company Acquisition, refusal then the Company shall pay Logitech Subsidiary the Termination Fee promptly and as a condition to so consummating or inability on entering into a definitive agreement. The Company acknowledges that the agreements contained in this Section 11.1(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Logitech Subsidiary would not enter into this Agreement. Accordingly, if the Company fails to perform any undertaking or satisfy any condition of pay in a timely manner the amounts due pursuant to this Agreement or Section 11.1(b), and, in order to comply with any of obtain such payment, Logitech Subsidiary makes a claim that results in a judgment against the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any UnderwriterCompany, the Company shall reimburse the several Underwriters for pay to Logitech Subsidiary its reasonable out-of-pocket expenses, costs and expenses (including reasonable attorneys' fees and disbursements of counsel, reasonably incurred expenses) in connection with investigatingsuch suit, marketing together with interest on the amounts set forth in this Section 11.1(b) at the prime rate Bank of America N. T. and proposing S. A. in effect on the date such payment was required Logitech Subsidiary to market be made. Logitech Subsidiary agrees that the Securities payment provided for in this Section 11.1(b) shall be the sole and exclusive remedy of Logitech Subsidiary and Merger Sub upon termination of this Agreement where such fee has been paid, and such remedies shall be limited to the sum stipulated in this Section 11.1(b), regardless of the circumstances giving rise to such termination; provided, however, that nothing herein shall -------- ------- relieve -47- either party hereto from liability for the willful breach of, or fraud in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to connection with, any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesits representations, warranties, covenants or agreements set forth in this Agreement.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Supplemental Listing Application, and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesNotes; the listing fee of the Nasdaq Global Select Market in relation to the Conversion Shares; the costs and charges of the Trustee and any transfer agent, registrar or depositary; and the expenses, including the reasonable fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Notes and the Conversion Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any the Underwriter’s expenses, including the fees and disbursements of counsel for the Underwriters’ expenses Underwriter (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition (including those set forth in Section 6 hereof and the accuracy of the representations and warranties set forth herein regarding the Company and its business) of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, if any, the Underwriters' Invitation Letter, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the Securities; all expenses arising from the listing of the shares of Common Stock issuable upon conversion of the Securities on the Nasdaq National Market; the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with the Indenture and the Securities; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or Blue Sky blue sky laws. Any transfer taxes imposed on the sale of the Securities to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities.

Costs and Expenses. 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Supplemental Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State 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 Representative Underwriters pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; any listing fee of The Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws; provided, however, that, subject to the following paragraph, the Company shall only be responsible for fees and disbursements of counsel for the Underwriters up to an aggregate maximum of $5,000. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms shall be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing or duplicating, as the case may be, 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. However, if this Agreement is not consummated or is terminated, the Company shall not, however, not be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA NASD regulations and State 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 Representative Representatives pursuant to Section 11 11(b)(1) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares. 6. Conditions of the Obligations of the Underwriters. --------------------------------------------- The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions: (a) The Registration Statement and all post-effective amendments thereto shall have become effective and any and all filings required by Rule 424 and Rule 430A of the Rules and Regulations shall have been made, and any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representatives and complied with to their reasonable satisfaction. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company shall be contemplated by the Commission and no injunction, restraining order, or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Shares. (b) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, the opinions of Stradling, Yocca, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters (and stating that it may be relied upon by counsel to the Underwriters) to the effect that: (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement; Milcom International, Incorporated, Powerwave Services, Inc., Powerwave Europe, Inc. and Powerwave France, Inc. (collectively, the "Domestic Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease their properties and conduct their business as described in the Registration Statement; the Company and the Domestic Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of their business requires such qualification and in which the failure to qualify would have a materially adverse effect upon the business of the Company and the Domestic Subsidiaries taken as a whole; and the outstanding shares of capital stock of the Domestic Subsidiaries have been duly authorized and validly issued, are non-assessable and, to such counsel's knowledge, fully paid, and are owned by the Company; and, to the best of such counsel's knowledge, the outstanding shares of capital stock of the Domestic Subsidiaries are owned free and clear of all liens, encumbrances and equities and claims, and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into any shares of capital stock or of ownership interests in the Domestic Subsidiaries are outstanding. (ii) The Company has authorized and outstanding capital stock as set forth under the caption "Capitalization" in the Prospectus; the authorized shares of the Company's Common Stock have been duly authorized; the outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are non-assessable and, to such counsel's knowledge, fully paid; all of the Shares conform in all material respects to the description thereof contained in the Prospectus; the certificates for the Shares, assuming they are in the form filed with the Commission, are in due and proper form under the Delaware General Corporation Law; the shares of Common Stock, including the Option Shares, if any, to be sold by the Company pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable when issued and paid for as contemplated by this Agreement; and no preemptive rights of stockholders exist with respect to any of the Shares or the issue or sale thereof. (iii) Except as described in or contemplated by the Prospectus, to the knowledge of such counsel, there are no outstanding securities of the Company convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of capital stock of the Company and there are no outstanding or authorized options, warrants or rights of any character obligating the Company to issue any shares of its capital stock or any securities convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of such stock; and except as described in the Prospectus, to the knowledge of such counsel, no holder of any securities of the Company or any other person has the right, contractual or otherwise, which has not been satisfied or effectively waived, to cause the Company to sell or otherwise issue to them, or to permit them to underwrite the sale of, any of the Shares or the right to have any shares of Common Stock or other securities of the Company included in the Registration Statement or the right, as a result of the filing of the Registration Statement, to require registration under the Act of any shares of Common Stock or other securities of the Company. (iv) The Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Act. (v) The Registration Statement, the Prospectus and each amendment or supplement thereto and document incorporated by reference therein comply as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the applicable rules and regulations thereunder (except that such counsel need express no opinion as to the financial statements, related schedules and statistical data therein or incorporated by reference therein). To the best of such counsel's knowledge, the conditions for the use of Form S-3, set forth in the General Instructions thereto, have been satisfied. (vi) Such counsel does not know of any contracts or documents required to be filed as exhibits to or incorporated by reference in the Registration Statement or described in the Registration Statement or the Prospectus which are not so filed, incorporated by reference or described as required, and such contracts and documents as are summarized in the Registration Statement or the Prospectus are fairly summarized in all material respects. (vii) Such counsel knows of no material legal or governmental proceedings pending or threatened against the Company or the Domestic Subsidiaries except as set forth in the Prospectus. (viii) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Charter or Bylaws of the Company or the Domestic Subsidiaries, or any agreement or instrument known to such counsel to which the Company or any of the Domestic Subsidiaries is a party or by which the Company or any of the Domestic Subsidiaries may be bound. (ix) This Agreement has been duly authorized, executed and delivered by the Company. (x) No approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions herein contemplated (other than as may be required by the NASD or as required by state securities and Blue Sky laws as to which such counsel need express no opinion) except such as have been obtained or made, specifying the same. (xi) The Company is not, and will not become, as a result of the consummation of the transactions contemplated by this Agreement, and application of the net proceeds therefrom as described in the Prospectus, required to register as an investment company under the 1940 Act. In rendering such opinion, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ may rely as to matters governed by the laws of states other than Delaware and California or Federal laws on local counsel in such jurisdictions, provided that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ shall state that they believe that they and the Underwriters are justified in relying on such other counsel. In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that (i) the Registration Statement, at the time it became effective under the Act (but after giving effect to any modifications incorporated therein pursuant to Rule 430A under the Act) and as of the Closing Date or the Option Closing Date, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Prospectus, or any supplement thereto, on the date it was filed pursuant to the Rules and Regulations and as of the Closing Date or the Option Closing Date, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading (except that such counsel need express no view as to financial statements, schedules and statistical information therein). With respect to such statement, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ may state that their belief is based upon the procedures set forth therein, but is without independent check and verification. (c) The Representatives shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llp, counsel for the Underwriters, an opinion dated the Closing Date or the Option Closing Date, as the case may be, substantially to the effect specified in subparagraphs (iv) and (v) of Paragraph (b) of this Section 6, and that the Company is a duly organized and validly existing corporation under the laws of the State of Delaware. In rendering such opinion ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ llp may rely as to all matters governed other than by the laws of the State of Delaware or California or Federal laws on the opinion of counsel referred to in Paragraph (b) of this Section 6. In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that (i) the Registration Statement, or any amendment thereto, as of the time it became effective under the Act (but after giving effect to any modifications incorporated therein pursuant to Rule 430A under the Act) as of the Closing Date or the Option Closing Date, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Prospectus, or any supplement thereto, on the date it was filed pursuant to the Rules and Regulations and as of the Closing Date or the Option Closing Date, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact, necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading (except that such counsel need express no view as to financial statements, schedules and statistical information therein). With respect to such statement, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may state that their belief is based upon the procedures set forth therein, but is without independent check and verification. (d) You shall have received, on each of the date hereof, the Closing Date and the Option Closing Date, as the case may be, a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to you, of Deloitte & Touche LLP confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating that in their opinion the financial statements and schedules examined by them and included in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; and containing such other statements and information as is ordinarily included in accountants' "comfort letters" to Underwriters with respect to the financial statements and certain financial and statistical information contained in the Registration Statement and Prospectus. (e) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, a certificate or certificates of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that, as of the Closing Date or the Option Closing Date, as the case may be, each of them severally represents as follows: (i) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been taken or are, to the best of his knowled

Costs and Expenses. The Company will pay all costs, 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the applicable listing agreement for the New York Stock Exchange, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing agreement for the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. Any transfer taxes imposed on the sale 8 9 of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof (other than a termination as a result of a failure to satisfy the condition set forth in subparagraph (iv) of Section 6 hereof), or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its 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 it of the SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary ProspectusesProspectuses and other Time of Sale Information, the Issuer Free each Permitted Free-Writing ProspectusesProspectus, the Prospectus, this Agreement, the Underwriters’ Invitation Letter, the Blue Sky Survey (as defined below) and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursementsdisbursements of counsel for the Underwriters) incident to the Underwriters’ complying with the bylaws, rules and regulations of the NASD, including the Underwriters’ securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the listing fee of the NASDAQ National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA NASD bylaws, rules and regulations and State securities or Blue Sky laws, as provided 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Blue Sky Survey Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees Listing Fee of the Nasdaq Global Market; the transfer taxes imposed on the sale of the Shares to the several Underwriters; 50% of the expenses associated with chartering any aircraft in connection with the offering (it being understood that the Underwriters shall remain responsible for the remaining 50% of such expenses); and the costs and expenses (including without limitation any damages or other amounts payable in connection with legal fees and disbursementsor contractual liability) incident to securing associated with the reforming of any required review by the FINRA of the terms of the contracts for sale of the SecuritiesShares made by the Underwriters caused by a breach of the representation in Section 1(b); provided, however, that the Underwriters shall reimburse the Company for such costs, expenses and fees (other than (i) the expenses, accounting fees of the Company and (ii) the costs and expenses (including the fees and disbursements of counsel for the Underwriters, incurred without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the qualification reforming of any contracts for sale of the Securities under State securities or Blue Sky lawsShares made by the Underwriters caused by a breach of the representation in Section 1(b)) in an aggregate amount not to exceed $760,000. The Company shall not, however, neither be required to pay for any of the Underwriters’ expenses (nor reimburse the Underwriters for any travel, out-of-pocket, counsel or other than those fees or expenses related to qualification under FINRA regulations and State securities or Blue Sky laws) the offering contemplated by this Agreement except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 12(a) or (b) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the . 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 SecuritiesShares.

Costs and Expenses. The Company 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: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the any Issuer Free Writing ProspectusesProspectus, the Final Prospectus, this Agreementthe Listing Application with AMEX, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsShares. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation and State 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 Representative Underwriter pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any the Underwriter, then the Company Issuer shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including all fees and disbursements of counselcounsel up to $10,000.00, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its obligations hereunder; but the Company Issuer shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them the Underwriter of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Operating Partnership 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey New York Stock Exchange supplemental listing application and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the (vi) any listing fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNew York Stock Exchange; (vii) the Company's miscellaneous travel and road show expenses and (viii) the Underwriter's out-of-pocket expenses. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations fees and State securities disbursements of counsel for the Underwriter or Blue Sky laws) except that, if any of the Underwriter's road show expenses. 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 Representative Underwriter pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Operating Partnership to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable all additional documented out-of-pocket expenses, including (i) fees and disbursements of counselcounsel for the Underwriter and (ii) the Underwriter's road show expenses, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the its sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, 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: accounting fees of the Company; the fees and the disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Agreement Among Underwriters, the Underwriters' Selling Memorandum, the Underwriters' Questionnaire, the Invitation Letter, the Power of Attorney, the Application for Inclusion, the Blue Sky Survey and any supplements or amendments thereto; any transfer taxes imposed on the sale of the Shares to the Underwriters; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Entry Fees and Annual Fees of the NASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 6 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Operating Partnership 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; any roadshow expenses incurred by (iii) the Company fees and disbursements of counsel for airfare, hotel and other travel expensesthe Underwriters; (iv) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Blue Sky Survey Underwriters' invitation letter, the New York Stock Exchange supplemental listing application and any supplements or amendments thereto; (v) the filing fees of the Commission; (vi) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (vii) any listing fees of the New York Stock Exchange; (viii) the Company's miscellaneous travel and the expenses, including the fees road show expenses and disbursements of counsel for (ix) the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws' out-of-pocket expenses. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if ' road show expenses. 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Operating Partnership to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable all additional documented out-of-pocket expenses, including fees and disbursements of counselcounsel for the Underwriters and the Underwriters' road show expenses, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. The Company will pay all costs, parties agree that the Underwriters shall not be responsible for the following 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: (1) accounting fees of the Company; (2) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (3) 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, Statement and the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; (4) the filing fees of the Commission; (5) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (6) the Listing Fee of the New York Stock Exchange; and (7) the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the respective Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky lawslaws described 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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, including the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 reasonable legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the NASDAQ Stock Market; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Underwriting discounts and commissions related to the sale of shares by the Selling Shareholders shall be borne by the Selling Shareholders. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata based on the number of shares sold by each of such Sellers. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company and each of the Selling Shareholders pro rata (based on the number of Shares to be sold by the Company and such Selling Stockholder hereunder) shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but PROVIDED, HOWEVER, that the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 supplemental listing application with respect to the Shares on the New York Stock Exchange, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesPreferred Shares; the fees and expenses of any transfer agent or registrar for the Common Stock and Preferred Stock; the fees and expenses incurred in connection with the listing of the Shares on the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Preferred 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 SecuritiesPreferred Shares.

Costs and Expenses. The Company will Except as otherwise specifically provided in the Agreement and this Participation Agreement, all cost and expenses incurred by the Operator in the conduct of operations hereunder shall be borne by the Parties in proportion to their respective Participating Interests set forth in clause 2.. All costs and expenses incurred by the Operator in the conduct of Petroleum Operations hereunder shall be determined and settled in accordance with best internationally accepted accounting practice consistent with the provisions of the Agreement and its Accounting Procedure as complemented by the provisions of appendix 1 to this Participation Agreement and the Operator shall keep its records of costs and expenses in accordance therewith. A Non-operator shall pay all costs, expenses and fees incident its share of an expenditure relating to the performance Petroleum Operations, within [15] days of receipt of the obligations account of the Company under this AgreementOperator. The Operator may, includingupon [20] days' written notice, request a Non-operator to advance a share of the estimated expenditure for the following month, stipulating the due date of payment, provided however that such due date of payment shall not be before the first banking day of that month and the Operator shall include with such notice an estimate of the cash calls for the next [90] days, Operator's estimate of expenditure shall not exceed the approved Calendar Year's Budget. The Operator may, at any time upon [15] days' written notice, request additional advances to cover unforeseen expenditure. Cash requirements shall be specified by the Operator in the currencies required for the Petroleum Operations and the Non-operators shall advance their shares in the currencies so specified. If any Non-operator's advances for a given month exceed its share of cash disbursements for the same month, the next succeeding cash advance, after such determination, shall be reduced accordingly. However, Non-operator(s) may request that excess advances be refunded. The Operator shall make such refund within [15] days after date of such notice. Where a Party is in default of payment, the Operator and the non-defaulting Parties shall have, as security for amounts due hereunder from a defaulting Non-operator, a lien on the Participating Interest share, the interest in material and equipment acquired for the Petroleum Operations and upon the proceeds from the sale of Petroleum, of that Non-operator, and a Non-operator shall have for amounts due hereunder, a similar lien on the same interests and property of the Operator. A lien may be exercised by a non-defaulting Party by collecting the amount due from a purchaser of Petroleum and the statement of the Operator of the amount due shall be proof thereof. A late payment shall attract at LIBOR plus [3]% or  %, whichever is the greater, compounded monthly and calculated from the due date of payment. A payment not received within [72] hours of the due date shall accrue interest from the due date and the non-paying Party shall be deemed to be in default from the due date of the payment. A Party which remains in default for [five] days shall have no right to vote at any Operating Committee meeting held during the period of the default but shall be bound by all decisions of the Operating Committee made during such period, and the defaulting Party's Participating Interest shall be deemed to be vested pro rata in the non-defaulting Parties for voting purposes during the continuation of the default. Where a Party fails to pay an amount required to be paid hereunder, and remains in default for [90] days, the Participating Interest share of the defaulting Party may be declared forfeit by the non-defaulting Parties, unless the amount due is an advance and the defaulting Party provides an irrevocable letter of credit or other security, acceptable to the Operator, for the amount due. When the Participating Interest share of a defaulting Party is declared forfeited, the Operator shall give notice thereof to all the Parties, and that share shall vest rateably, unless otherwise agreed, in the non-defaulting Parties without limiting payment of compensation and the generality defaulting Party shall at its sole expense take all steps necessary to vest that share accordingly, and the defaulting Party hereby appoints the Operator to act as its advocate to execute any and all documents required to effect such transfer. Notwithstanding the transfer of a defaulting Party's Participating Interest share in accordance with the foregoing, the following: accounting fees defaulting Party shall remain liable for its proportionate share of the Company; the fees and disbursements commitments incurred before its rights lapsed. Where a Party is in default of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested bypayment, the Underwriters copies remaining Parties shall advance the Operator on demand a share of that payment, in proportion to the Participating Interests of those Parties. Any payments received from a defaulting Party shall be credited to the accounts of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees non-defaulting Parties who advanced funds on behalf of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securitiesdefaulting Party.

Costs and Expenses. 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: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; 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 Underwriters' Selling Memorandum, if any, the Underwriters' Invitation Letter, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of directed shares of the Common Stock by the Underwriters to employees and persons having business relationships with the Company and its Subsidiaries. The Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company agrees to pay all costs and expenses of the Underwriters incident to the offer and sale of directed shares of the Common Stock by the Underwriters to employees and persons having business relationships with the Company and the Subsidiary. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares. 6.

Costs and Expenses. The Company 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) accounting fees of the CompanyIssuer; (ii) the fees and disbursements of counsel for the CompanyIssuer; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters up to a maximum amount of $20,000, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the Listing Fee of the Nasdaq Capital Market; 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 Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units 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 SecuritiesUnits.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters up to a maximum amount of $15,000, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities 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 Securities.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Nasdaq Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Shares of the Common Stock by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.

Costs and Expenses. 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; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; 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 Underwriters' Selling Memorandum, 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 reasonable legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the American Stock Exchange; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation 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 Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market 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 SecuritiesShares.