Common use of Expenses and Fees Clause in Contracts

Expenses and Fees. (a) The Company will pay, or cause the Selling Shareholders to pay in accordance with Section 8 (b) hereof, all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriter, (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the filing fees associated with qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 9 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the printing and furnishing of copies of each thereof preliminary blue sky memorandum relating to the Underwriter and offering prepared by Xxxxx & Xxxxxxxxx, P.A., as counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company’s counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Securities Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC and the printing Xxxxx & Xxxxxxxxxx, P.A. in connection with compliance with state securities and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, laws; (vviii) any listing of the Shares on The the Nasdaq SmallCap Market and Market; (ix) any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s other obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, any Permitted Free-Writing Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters’ Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the printing and furnishing of copies of each thereof preliminary Blue Sky memorandum relating to the Underwriter and offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company’s counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent’s and registrar’s fees; (vi) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (vii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, New York Stock Exchange; (viii) the costs and any expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, for travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s other obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses, up to a maximum of $50,000, incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation preparation, printing of and filing of the Registration Statement, each mailing expenses associated with any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among the Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment"UNDERWRITING DOCUMENTS"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Shares including any stock or transfer taxes Company's counsel and stamp or similar duties payable upon accountants in connection with the sale, issuance or delivery registration of the Shares to Company's Common Stock under the UnderwriterExchange Act and all other expenses in connection with the preparation and, if applicable, filing of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto and the Underwriting Documents; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with qualification of the Shares for offering Financial Industry Regulatory Authority Inc. (“FINRA”) relating to its approval of the fairness and sale under state or foreign laws reasonableness of the underwriting terms and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, arrangements; (v) listing the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares on The Nasdaq SmallCap Market Shares, including transfer agent's and any registration thereof under the Exchange Act, registrar's fees; (vi) any fees relating to causing the filing fees associated with shares to be quoted on the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), FINRA OTC Bulletin Board; (vii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any reasonable cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone” advertisement in the Wall Street Journal; (x) all “Blue Sky” filing fees as requested by the Representative and all costs and expenses of “Blue Sky” registration or qualification, including the fees and disbursements of any transfer agent or registrar for the SharesRepresentatives legal counsel in connection therewith, the costs of preparing, printing and delivering “Blue Sky” memoranda, and all state registration, qualification and filing fees, and (viiixi) the all other costs and expenses of the Company relating reasonably incident to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants in connection with the road show, and (ix) the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6. In addition, at the closing of each sale of securities pursuant to this Agreement, we will withhold and retain an amount equal to one percent (1%) of the aggregate offering price to the public of the Common Stock so sold.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 7 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of the Registration Statement, each mailing expenses associated with any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Selected Dealer Agreement and related documents (collectively, the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment“Underwriting Documents”), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Shares including any stock or transfer taxes Company’s counsel and stamp or similar duties payable upon accountants in connection with the sale, issuance or delivery registration of the Shares to Company’s Common Stock under the UnderwriterExchange Act and all other expenses in connection with the preparation and, if applicable, filing of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto and the Underwriting Documents; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriter; (iv) the filing fees associated with qualification of the Shares for offering National Association of Securities Dealers, Inc. relating to its approval of the fairness and sale under state or foreign laws reasonableness of the underwriting terms and arrangements; (v) the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees preparation, issuance and disbursements of counsel for the Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys delivery to the Underwriter of any certificates evidencing the Units, including transfer agent’s and to dealers, (v) listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the Exchange Act, registrar’s fees; (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company Underwriter and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Units; (vii) any cost of holding due diligence meetings and drafting sessions; (viii) any cost for placing a “tombstone” advertisement in the Wall Street Journal; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s other obligations hereunderhereunder that are not otherwise specifically provided for in this Section 4.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 9 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary blue sky memorandum relating to the Underwriter and offering prepared by Xxxxx Xxxxxxxxx, PA, as counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Securities Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) relating thereto including those of Xxxxxxx Spidi & Xxxxx, PC in connection with compliance with state securities and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, laws; (vviii) any listing of the Shares on The the Nasdaq SmallCap Market and National Market; (ix) any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation preparation, printing of and filing of the Registration Statement, each mailing expenses associated with any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among the Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment"UNDERWRITING DOCUMENTS"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Shares including any stock or transfer taxes Company's counsel and stamp or similar duties payable upon accountants in connection with the sale, issuance or delivery registration of the Shares to Company's Common Stock under the UnderwriterExchange Act and all other expenses in connection with the preparation and, if applicable, filing of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto and the Underwriting Documents; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with qualification of the Shares for offering Financial Industry Regulatory Authority Inc. (“FINRA”) relating to its approval of the fairness and sale under state or foreign laws reasonableness of the underwriting terms and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, arrangements; (v) listing the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares on The Nasdaq SmallCap Market Shares, including transfer agent's and any registration thereof under the Exchange Act, registrar's fees; (vi) any fees relating to causing the filing fees associated with shares to be quoted on the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), FINRA OTC Bulletin Board; (vii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares; (viii) any reasonable cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone” advertisement in the Wall Street Journal; (x) all “Blue Sky” filing fees as requested by the Representative and all costs and expenses of “Blue Sky” registration or qualification, including the fees and disbursements of any transfer agent or registrar for the SharesRepresentatives legal counsel in connection therewith, the costs of preparing, printing and delivering “Blue Sky” memoranda, and all state registration, qualification and filing fees, and (viiixi) the all other costs and expenses of the Company relating reasonably incident to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants in connection with the road show, and (ix) the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of the Registration Statement, each mailing expenses associated with any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Empire Financial Group, Inc. in connection herewith, the Selected Dealer Agreement and related documents (collectively, the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment"Underwriting Documents"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Shares including any stock or transfer taxes Company's counsel and stamp or similar duties payable upon accountants in connection with the sale, issuance or delivery registration of the Shares to Company's Common Stock under the UnderwriterExchange Act and all other expenses in connection with the preparation and, if applicable, filing of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto and the Underwriting Documents; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with qualification of the Shares for offering National Association of Securities Dealers, Inc. relating to its approval of the fairness and sale under state or foreign laws reasonableness of the underwriting terms and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) any fees relating to listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), American Stock Exchange; (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; (viii) any cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and (x) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each the Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary Blue Sky memorandum relating to the Underwriter and offering prepared by Xxxxxx & Xxxxxx, counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (vii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The the Nasdaq SmallCap National Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, System; (viii) the costs and any expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, for travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each the Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary Blue Sky memorandum relating to the Underwriter and offering prepared by Xxxxxx & Xxxxxx, counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (vii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The the Nasdaq SmallCap National Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, System; (viii) the costs any expenses for travel, lodging and expenses of meals incurred by the Company relating to presentations or meetings undertaken and any of its officers, directors and employees in connection with the marketing of the offering and sale of the Shares to any meetings with prospective investors and in the Underwriter’s sales forcesShares; (ix) the costs of advertising the offering, including, without limitation, expenses associated with respect to the production placement of road show slides "tombstone" advertisements in publications selected by the Representative; and graphics, fees (x) all other costs and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants in connection with the road show, and (ix) reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Xxxxxx Xxxxxxxxxx Xxxxx LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary Blue Sky memorandum relating to the Underwriter and offering prepared by Xxxxxxx Spidi & Xxxxx, PC, counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the New York Stock Exchange relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (vii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, New York Stock Exchange; (viii) the costs and any expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, for travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representatives in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary Blue Sky memorandum relating to the Underwriter and offering prepared by Xxxxxx & Xxxxxx, counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (vii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The the Nasdaq SmallCap National Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar for the Shares, System; (viii) the costs and any expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, for travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ix) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 9 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary blue sky memorandum relating to the offering prepared by Malizia Spidi & Fisch, PC, counsel to the Underwriter and to dealers (including costs of mailing and shipmentcollectively wixx xxx supplemenx xxxreto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Securities Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriter; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriter of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (viii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The the Nasdaq SmallCap National Market and System; (ix) any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 9 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Advest, Inc. in connection herewith, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary blue sky memorandum relating to the Underwriter and offering prepared by Xxxxx & Xxxxxxxxx, P.A. as counsel to dealers the Underwriters (including costs of mailing and shipmentcollectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Securities Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification Underwriters (and determinationlocal counsel therefor) relating thereto30, including those of Xxxxxx & Xxxxxx and the printing Xxxxx & Xxxxxxxxx, P.A. in connection with compliance with state securities and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, laws; (vviii) any listing of the Shares on The the Nasdaq SmallCap Market and Market; (ix) any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 9 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of mailing expenses associated with the Registration Statement, each any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the printing and furnishing of copies of each thereof preliminary blue sky memorandum relating to the Underwriter and offering prepared by Arnold & Porter, counsel to dealers the Unxxxxxxter (including costs of mailing and shipmentxxxlectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Company's counsel and accountants in connection with the registration of the Shares including any stock or transfer taxes under the Securities Act and stamp or similar duties payable upon all other expenses in connection with the salepreparation and, issuance or delivery if applicable, filing of the Shares to Registration Statement (including all amendments thereto), any Preliminary Prospectus, the UnderwriterProspectus and any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriter; (iv) the filing fees associated with of the Commission and the NASD relating to the Shares; (v) the preparation, issuance and delivery to the Underwriter of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) all transfer taxes, if any; (vii) the qualification of the Shares for offering and sale under state or foreign laws securities and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriter related to such qualification (and determinationlocal counsel therefor) and the printing and furnishing of copies of relating thereto; (viii) any blue sky surveys or legal investment surveys to the Underwriter and to dealers, (v) listing of the Shares on The the Nasdaq SmallCap [National] Market and System; (ix) any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; and (ixx) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.

Expenses and Fees. (a) The Company will paypay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or cause not the Selling Shareholders transactions contemplated hereby are consummated or this Agreement is terminated pursuant to pay in accordance with Section 8 (b) 10 hereof, including, without limitation, all costs, expenses, fees costs and taxes in connection with expenses incident to (i) the preparation printing of and filing of the Registration Statement, each mailing expenses associated with any Preliminary Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of the Representative in connection herewith, the Selected Dealer Agreement and related documents (collectively, the printing and furnishing of copies of each thereof to the Underwriter and to dealers (including costs of mailing and shipment"UNDERWRITING DOCUMENTS"), ; (ii) the registrationfees, issue, sale disbursements and delivery expenses of the Shares including any stock or transfer taxes Company's counsel and stamp or similar duties payable upon accountants in connection with the sale, issuance or delivery registration of the Shares to Company's Common Stock under the UnderwriterExchange Act and all other expenses in connection with the preparation and, if applicable, filing of, any Preliminary Prospectus, the Prospectus and any amendments and supplements thereto and the Underwriting Documents; (iii) the producing, word processing and/or printing of this Agreement, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing delivery of copies of each thereof the foregoing documents to the Underwriter and (except closing documents) to dealers (including costs of mailing and shipment), Underwriters; (iv) the filing fees associated with qualification of the Shares for offering National Association of Securities Dealers, Inc. relating to its approval of the fairness and sale under state or foreign laws reasonableness of the underwriting terms and the determination of their eligibility for investment under state or foreign laws as aforesaid (but excluding the legal fees and disbursements of counsel for the Underwriter related to such qualification and determination) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriter and to dealers, arrangements; (v) the preparation, issuance and delivery to the Underwriters of any certificates evidencing the Shares, including transfer agent's and registrar's fees; (vi) any fees relating to listing of the Shares on The Nasdaq SmallCap Market and any registration thereof under the Exchange Act, (vi) the filing fees associated with the review of the public offering of the Shares by the NASD (but excluding the legal fees and disbursements of counsel to the Underwriter related to such filing), American Stock Exchange; (vii) the fees and disbursements of any transfer agent or registrar expenses for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses meals incurred by the officers of the Company and any such consultants of its officers, directors and employees in connection with any meetings with prospective investors in the road show, Shares; (viii) any cost of holding due diligence meetings and drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and (x) all other costs and expenses reasonably incident to the performance of the Company’s other 's obligations hereunderhereunder that are not otherwise specifically provided for in this Section 6.