Common use of Expenses and Fees Clause in Contracts

Expenses and Fees. The Borrower shall pay to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any of the Loan Documents, whether or not the Loan is funded: (i) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and all disbursements of the Bank's counsel) actually incurred in connection with: (A) the preparation, negotiation, execution and delivery of the Loan Documents (including without limitation the reasonable fees and disbursements of the Bank's counsel) and any and all other documents and instruments prepared in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (B) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with the making of the Loan, including without limitation lien and title search costs and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees; (ii) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligations.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with the Registration Statement, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary Blue Sky memorandum relating to the offering prepared by ▇▇▇▇▇▇▇ Spidi & ▇▇▇▇▇, PC, counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Bank Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including without limitation all amendments thereto), any Preliminary Prospectus, the reasonable fees Prospectus and all disbursements any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the Bank's counselforegoing documents to the Underwriters; (iv) actually incurred in connection with: the filing fees of the Commission, Financial Industry Regulatory Authority, and the New York Stock Exchange relating to the Shares; (Av) the preparation, negotiation, execution 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 Loan Documents (Shares for offering and sale under state securities and blue sky laws, including without limitation the reasonable filing fees and fees and disbursements of counsel for the Bank's counselUnderwriters (and local counsel therefor) relating thereto; (vii) any listing of the Shares on the New York Stock Exchange; (viii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bix) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated reasonably incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) Except as provided herein, the Representatives and the Underwriters will pay their own expenses, including the fees of their counsel (except as provided in Section 6(a)(vi) hereof), public advertisement of the offering and their own marketing and due diligence expenses. If the Representatives determine not to proceed with the making offering due to a material adverse change affecting the condition of the LoanCompany or the securities markets in the United States, including without limitation lien and title search costs and feesor the market for bank stocks in particular, title insurance premiumsor in the event that the Company elects not to proceed with the offering, environmental assessment and investigation costsfor any reason, feasibility studies and engineering reportsthe Company will reimburse ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC for its out-of-pocket expenses relating to the offering (including, recording feesbut not limited to, any stamp or recording taxes and any brokerage fees; (ii) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurredto its counsel) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant not to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligationsexceed $100,000.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the “Underwriting Documents”) and the preliminary blue sky memorandum relating to the offering prepared by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A., as counsel to the Underwriters (collectively with any supplement thereto, the “Preliminary Blue Sky Memorandum”); (ii) the fees, disbursements and expenses of the Bank Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including without limitation all amendments thereto), any Preliminary Prospectus, the reasonable fees Prospectus and all disbursements any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the Bank's counselforegoing documents to the Underwriters; (iv) actually incurred in connection with: the filing fees of the Commission and the NASD relating to the Shares; (Av) the preparation, negotiation, execution 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 Loan Documents (Shares for offering and sale under state securities and blue sky laws, including without limitation the reasonable filing fees and fees and disbursements of counsel for the Bank's counselUnderwriters (and local counsel therefor) relating thereto including those of ▇▇▇▇▇▇▇ Spidi & ▇▇▇▇▇, PC and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bx) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany’s obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters will pay their own expenses, including without limitation lien and title search costs and feesthe fees of their counsel (except as provided in Section 6(a)(vii) hereof), title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees; (ii) All reasonable costs and expenses public advertisement of the Bank (including without limitation the reasonable fees offering and disbursements of the Bank's counsel actually incurred) in connection with (A) the collection of the Obligations their own marketing and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligationsexpenses.

Expenses and Fees. The Borrower (a) Each party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated in this Reorganization Agreement, including fees and expenses of its own financial consultants, accountants and counsel, except that GenVec and Diacrin each shall bear and pay 50% of all printing and mailing costs and filing fees associated with the Registration Statement and the Joint Proxy Statement/Prospectus. Notwithstanding the foregoing provisions of this Section 7.1, if this Reorganization Agreement and the Plan of Merger are terminated by either party pursuant to Section 6.1(b) hereof because of a willful breach by the other party of any representation, warranty, covenant or agreement as set forth in Section 6.1(b), and provided that the terminating party shall not have been in breach of any representation and warranty (in any material respect), covenant or agreement contained herein or in the Plan of Merger, then the breaching party shall bear and pay all the costs and expenses incurred by the parties, with respect to the fees and expenses of financial and other consultants, investment bankers, accountants, counsel, printers and persons involved in the transactions contemplated by this Reorganization Agreement, including the preparation of the Registration Statement and Joint Proxy Statement/Prospectus and the solicitation of proxies, in each case that are not employees of the party that incurred such fees and expenses. Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty days of the termination of this Reorganization Agreement and the Plan of Merger. (b) Diacrin agrees that: (1) if (A) GenVec or Diacrin shall terminate this Reorganization Agreement pursuant to Section 6.1(d), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a Diacrin Takeover Proposal shall have been publicly announced with respect to Diacrin, and (C) the transaction contemplated by the Diacrin Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such Diacrin Takeover Proposal is executed within 12 months after the date of such termination and such Diacrin Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the Bank or reimburse date such transaction is consummated a fee of $1,200,000 (the Bank for the following costs“Fee”), expenses and fees which amount shall be payable in addition to any other costs, expenses and fees required to be paid by the Borrower immediately available funds; and (2) if GenVec shall terminate this Agreement pursuant to Section 6.1(g), then Diacrin shall pay to GenVec promptly (but in any event no later than one business day after the date of termination) the Loan DocumentsFee, whether or not the Loan is fundedwhich amount shall be payable in immediately available funds. (c) GenVec agrees that: (i1) All reasonable if (A) Diacrin or GenVec shall terminate this Reorganization Agreement pursuant to Section 6.1(e), (B) prior to the time of such failure to so approve this Reorganization Agreement and the Plan of Merger, or prior to the time such meeting is so adjourned, a GenVec Takeover Proposal shall have been publicly announced with respect to GenVec, and (C) the transaction contemplated by the GenVec Takeover Proposal is either (x) consummated within 12 months after the date of such termination or (y) an agreement with respect to such GenVec Takeover Proposal is executed within 12 months after the date of such termination and such GenVec Takeover Proposal is consummated within 18 months after the date of such termination, then Diacrin shall pay to GenVec on the date such transaction is the Fee, which amount shall be payable in immediately available funds; and (2) if Diacrin shall terminate this Agreement pursuant to Section 6.1(h), then GenVec shall pay to Diacrin promptly (but in any event no later than one business day after the date of termination) the Fee, which amount shall be payable in immediately available funds. (d) Diacrin and GenVec acknowledge that the agreements contained in this Section 7.1 are an integral part of the transactions contemplated by this Reorganization Agreement. In the event that Diacrin or GenVec, as the case may be, shall fail to pay the Fee or any expenses when due, the term “expenses” shall be deemed to include the costs and expenses of actually incurred or accrued by Diacrin or GenVec, as the Bank case may be (including including, without limitation limitation, the reasonable fees and all disbursements expenses of the Bank's counsel) actually incurred in connection with: (A) with the preparationcollection under and enforcement of this Section 7.1, negotiationtogether with interest on such unpaid Fee and expenses, execution and delivery commencing on the date that the Fee or such expenses became due, at a rate equal to the rate of the Loan Documents (including without limitation the reasonable fees and disbursements of the Bank's counsel) and any and all other documents and instruments prepared in connection herewithinterest publicly announced by Citibank, including but not limited to all amendmentsN.A., modifications, waivers, consents, forbearances and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (B) the satisfaction of all as such bank’s prime rate plus 1.00%. Payment of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs fees and expenses associated with described in this Section 7.1 shall not be in lieu of any damages incurred in the making event of the Loan, including without limitation lien and title search costs and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp willful or recording taxes and any brokerage fees; (ii) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred) in connection with (A) the collection of the Obligations and the enforcement intentional breach of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Reorganization Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligations.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with the Registration Statement, any Preliminary 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 preliminary blue sky memorandum relating to the offering prepared by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. as counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"), (ii) the fees, disbursements and expenses of the Bank Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including without limitation all amendments thereto), any Preliminary Prospectus, the reasonable fees Prospectus and all disbursements any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the Bank's counselforegoing documents to the Underwriters; (iv) actually incurred in connection with: the filing fees of the Commission and the NASD relating to the Shares; (Av) the preparation, negotiation, execution 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 Loan Documents (Shares for offering and sale under state securities and blue sky laws, including without limitation the reasonable filing fees and fees and disbursements of counsel for the Bank's counselUnderwriters (and local counsel therefor) relating thereto30, including those of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. in connection with compliance with state securities and blue sky laws; (viii) any listing of the Shares on the Nasdaq SmallCap Market; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bx) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representative and the Underwriters will pay their own expenses, including without limitation lien the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and title search costs their own marketing and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees;due diligence expenses. (iic) All reasonable costs and expenses On the Closing Date, the Company shall pay to Advest, Inc. the sum of the Bank fifty thousand dollars (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred$50,000) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to as a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligationsfinancial advisory fee.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with any Preliminary 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 "UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Bank (including without limitation Company's counsel and accountants in connection with the reasonable fees registration of the Company's Common Stock under the Exchange Act and all disbursements 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 delivery of copies of the Bank's counselforegoing documents to the Underwriters; (iv) actually incurred in connection with: the filing fees of the National Association of Securities Dealers, Inc. relating to its approval of the fairness and reasonableness of the underwriting terms and arrangements; (Av) the preparation, negotiation, execution 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 Loan Documents Shares on the American Stock Exchange; (including without limitation vii) any expenses for travel, lodging and meals incurred by the reasonable fees and disbursements of the Bank's counsel) Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; (viii) any cost of holding due diligence meetings and other documents drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and instruments prepared or entered into from time to time, including after the Closing Date; (Bx) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) On the Closing Date, including without limitation lien the Company shall pay the Representative a sum of [$_______], less any amounts paid prior to the Closing Date, as a non-accountable expense allowance. Payment of the non-accountable expense allowance shall be made to the Representative by wire transfer of immediately available funds. The Representative acknowledges receipt of Twenty-Five Thousand Dollars ($25,000) as a deposit toward such sum. (c) On the Closing Date, the Company will further issue and title search costs sell to the Representative or, at the direction of the Representative, to bona fide officers of the Representative, at a purchase price of $100.00 and feesfor other good and valuable consideration, title insurance premiumswarrants to purchase Common Stock (the "UNDERWRITER'S WARRANT") entitling the holders thereof to purchase an aggregate of up to 333,333 shares of Common Stock (the "WARRANT SHARES"), environmental assessment exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and investigation costsshall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriter's Warrant to be executed by the Company on the effective date of the Registration Statement (the "UNDERWRITER'S WARRANT AGREEMENT"). No sale, feasibility studies and engineering reportstransfer, recording feesassignment, any stamp pledge or recording taxes and any brokerage fees; hypothecation of the Underwriter's Warrant shall be made for a period of 12 months from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) All reasonable costs to the Representative and expenses bona fide partners, officers (not directors) of the Bank (including without limitation the reasonable fees Representative and disbursements selling group members. A copy of the Bank's counsel actually incurred) in connection with (A) the collection form of the Obligations and the enforcement of this Agreement and the other Loan Documents, including Underwriter's Warrant are as set forth in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the ObligationsEXHIBIT WU appended hereto.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) All the preparation, printing of and mailing expenses associated with any Preliminary 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 "UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Company's Common Stock under the Exchange 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 delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Financial Industry Regulatory Authority Inc. (“FINRA”) relating to its approval of the fairness and reasonableness of the underwriting terms and 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 causing the shares to be quoted on the 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 Bank (including without limitation the reasonable fees and all disbursements of the Bank's counsel) actually incurred in connection with: (A) the preparation, negotiation, execution and delivery of the Loan Documents (including without limitation the reasonable fees and disbursements of the Bank's counsel) Representatives legal counsel in connection therewith, the costs of preparing, printing and any delivering “Blue Sky” memoranda, and all other documents state registration, qualification and instruments prepared in connection herewithfiling fees, including but not limited to all amendments, modifications, waivers, consents, forbearances and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bxi) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) On the Closing Date, including without limitation lien the Company will further issue and title search costs sell to the Representative or, at the direction of the Representative, to designees of the Representative, at a purchase price of $100.00 and feesfor other good and valuable consideration, title insurance premiumswarrants to purchase Common Stock (the "UNDERWRITER’S WARRANT") entitling the holders thereof to purchase an aggregate of up to [______] shares of Common Stock, environmental assessment plus a number of shares of Common Stock equal to 5% of any Option Shares purchased by the Underwriters (the "WARRANT SHARES"), and, exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and investigation costsshall contain terms and provisions more fully set forth more particularly in the warrant agreement relating to the Underwriter’s Warrant to be executed by the Company at each Time of Delivery (the "UNDERWRITER'S WARRANT AGREEMENT"). No sale, feasibility studies and engineering reportstransfer, recording feesassignment, any stamp pledge or recording taxes and any brokerage fees; hypothecation of the Underwriter's Warrant shall be made for a period of one year from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) All reasonable costs to the Representative and expenses bona fide partners, officers (not directors) of the Bank (including without limitation the reasonable fees Representative and disbursements selling group members. A copy of the Bank's counsel actually incurred) in connection with (A) the collection form of the Obligations and the enforcement of this Agreement and the other Loan Documents, including Underwriter’s Warrant is set forth in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the ObligationsEXHIBIT UW appended hereto.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with any Preliminary 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 "Underwriting Documents"); (ii) the fees, disbursements and expenses of the Bank (including without limitation Company's counsel and accountants in connection with the reasonable fees registration of the Company's Common Stock under the Exchange Act and all disbursements 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 delivery of copies of the Bank's counselforegoing documents to the Underwriters; (iv) actually incurred in connection with: the filing fees of the National Association of Securities Dealers, Inc. relating to its approval of the fairness and reasonableness of the underwriting terms and arrangements; (Av) the preparation, negotiation, execution 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 Loan Documents Shares on the American Stock Exchange; (including without limitation vii) any expenses for travel, lodging and meals incurred by the reasonable fees and disbursements of the Bank's counsel) Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; (viii) any cost of holding due diligence meetings and other documents drafting sessions; (ix) any cost for placing a "tombstone" advertisement in the Wall Street Journal; and instruments prepared or entered into from time to time, including after the Closing Date; (Bx) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) On the Closing Date, including without limitation lien the Company shall pay the Representative a sum of {$ }, less any amounts paid prior to the Closing Date, as a non-accountable expense allowance. Payment of the non-accountable expense allowance shall be made to the Representative by wire transfer of immediately available funds. The Representative acknowledges receipt of Twenty-Five Thousand Dollars ($25,000) as a deposit toward such sum. (c) On the Closing Date, the Company will further issue and title search costs sell to the Representative or, at the direction of the Representative, to bona fide officers of the Representative, at a purchase price of $100.00 and feesfor other good and valuable consideration, title insurance premiumswarrants to purchase Common Stock (the "Underwriter's Warrant") entitling the holders thereof to purchase an aggregate of { } shares of Common Stock (the "Warrant Shares"), environmental assessment exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and investigation costsshall contain terms and provisions more fully described herein below and as set forth more particularly in the warrant agreement relating to the Underwriter's Warrant to be executed by the Company on the effective date of the Registration Statement (the "Underwriter's Warrant Agreement"). No sale, feasibility studies and engineering reportstransfer, recording feesassignment, any stamp pledge or recording taxes and any brokerage fees; hypothecation of the Underwriter's Warrant shall be made for a period of 12 months from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) All reasonable costs to the Representative and expenses bona fide partners, officers (not directors) of the Bank (including without limitation the reasonable fees Representative and disbursements selling group members. The terms of the BankUnderwriter's counsel actually incurred) Warrant are as set forth in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the ObligationsExhibit WU appended hereto.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 9 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with the Registration Statement, any Preliminary Prospectus and the Prospectus and any amendments or supplements thereto, this Agreement, the Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the preliminary blue sky memorandum relating to the offering prepared by Arnold & Porter, counsel to the Un▇▇▇▇▇▇ter (▇▇▇lectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"); (ii) the fees, disbursements and expenses of the Bank Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including without limitation all amendments thereto), any Preliminary Prospectus, the reasonable fees Prospectus and all disbursements any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the Bank's counselforegoing documents to the Underwriter; (iv) actually incurred in connection with: the filing fees of the Commission and the NASD relating to the Shares; (Av) the preparation, negotiation, execution 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 Loan Documents (Shares for offering and sale under state securities and blue sky laws, including without limitation the reasonable filing fees and fees and disbursements of counsel for the Bank's counselUnderwriter (and local counsel therefor) relating thereto; (viii) any listing of the Shares on the Nasdaq [National] Market System; (ix) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bx) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Underwriter will pay its own expenses, including without limitation lien the fees of their counsel (except as provided in Section 6(a)(vii) hereof), public advertisement of the offering and title search costs their own marketing and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees;due diligence expenses. (iic) All reasonable costs and expenses On the Closing Date, the Company shall pay to Advest, Inc. the sum of the Bank fifty thousand dollars (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred$50,000) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to as a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligationsfinancial advisory fee.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses, up to a maximum of $50,000, incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) All the preparation, printing of and mailing expenses associated with any Preliminary 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 "UNDERWRITING DOCUMENTS"); (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Company's Common Stock under the Exchange 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 delivery of copies of the foregoing documents to the Underwriters; (iv) the filing fees of the Financial Industry Regulatory Authority Inc. (“FINRA”) relating to its approval of the fairness and reasonableness of the underwriting terms and 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 causing the shares to be quoted on the 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 Bank (including without limitation the reasonable fees and all disbursements of the Bank's counsel) actually incurred in connection with: (A) the preparation, negotiation, execution and delivery of the Loan Documents (including without limitation the reasonable fees and disbursements of the Bank's counsel) Representatives legal counsel in connection therewith, the costs of preparing, printing and any delivering “Blue Sky” memoranda, and all other documents state registration, qualification and instruments prepared in connection herewithfiling fees, including but not limited to all amendments, modifications, waivers, consents, forbearances and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bxi) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. In addition, including without limitation lien at the closing of each sale of securities pursuant to this Agreement, we will withhold and title search costs retain an amount equal to one percent (1%) of the aggregate offering price to the public of the Common Stock so sold. (b) On the Closing Date, the Company will further issue and feessell to the Representative or, title insurance premiumsat the direction of the Representative, environmental assessment to designees of the Representative, at a purchase price of $100.00 and investigation costsfor other good and valuable consideration, feasibility studies warrants to purchase Common Stock (the "UNDERWRITER’S WARRANT") entitling the holders thereof to purchase an aggregate of up to [______] shares of Common Stock, plus a number of shares of Common Stock equal to 5% of any Option Shares purchased by the Underwriters (the "WARRANT SHARES"), and, exercisable for a period of four years, such period to commence on the first anniversary of the effective date of the Registration Statement. The Underwriter's Warrant shall be exercisable at a price equal to 120% of the public offering price of the Firm Shares, and engineering reportsshall contain terms and provisions more fully set forth more particularly in the warrant agreement relating to the Underwriter’s Warrant to be executed by the Company at each Time of Delivery (the "UNDERWRITER'S WARRANT AGREEMENT"). No sale, recording feestransfer, any stamp assignment, pledge or recording taxes and any brokerage fees; hypothecation of the Underwriter's Warrant shall be made for a period of one year from the effective date of the Registration Statement, except (i) by operation of law or reorganization of the Company, or (ii) All reasonable costs to the Representative and expenses bona fide partners, officers (not directors) of the Bank (including without limitation the reasonable fees Representative and disbursements selling group members. A copy of the Bank's counsel actually incurred) in connection with (A) the collection form of the Obligations and the enforcement of this Agreement and the other Loan Documents, including Underwriter’s Warrant is set forth in connection with any restructuring or workout of the Obligations arising pursuant to a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the ObligationsEXHIBIT UW appended hereto.

Expenses and Fees. (a) The Borrower shall Company will pay all costs and expenses incident to the Bank or reimburse the Bank for the following costs, expenses and fees in addition to any other costs, expenses and fees required to be paid by the Borrower pursuant to any performance of the Loan Documentsobligations of the Company under this Agreement, whether or not the Loan transactions contemplated hereby are consummated or this Agreement is funded: terminated pursuant to Section 10 hereof, including, without limitation, all costs and expenses incident to (i) All reasonable costs the printing of and mailing expenses associated with the Registration Statement, the Preliminary 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 preliminary Blue Sky memorandum relating to the offering prepared by ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum"); (ii) the fees, disbursements and expenses of the Bank Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation and, if applicable, filing of the Registration Statement (including without limitation all amendments thereto), any Preliminary Prospectus, the reasonable fees Prospectus and all disbursements any amendments and supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum; (iii) the delivery of copies of the Bank's counselforegoing documents to the Underwriters; (iv) actually incurred in connection with: the filing fees of the Commission and the NASD relating to the Shares; (Av) the preparation, negotiation, execution 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 Loan Documents (Shares for offering and sale under state securities and blue sky laws, including without limitation the reasonable filing fees and fees and disbursements of counsel for the Bank's counselUnderwriters (and local counsel therefor) relating thereto; (vii) any listing of the Shares on the Nasdaq National Market System; (viii) any expenses for travel, lodging and meals incurred by the Company and any of its officers, directors and all other documents and instruments prepared employees in connection herewith, including but not limited to all amendments, modifications, waivers, consents, forbearances with any meetings with prospective investors in the Shares; and other documents and instruments prepared or entered into from time to time, including after the Closing Date; (Bix) the satisfaction of all of the conditions precedent to the Bank's making the Loan, as set forth in Article 6; and (C) and any and all other costs and expenses associated with reasonably incident to the making performance of the LoanCompany's obligations hereunder that are not otherwise specifically provided for in this Section 6. (b) The Representatives and the Underwriters will pay their own expenses, including without limitation lien the fees of their counsel (except as provided in Section 6(a)(vi) hereof), public advertisement of the offering and title search costs their own marketing and fees, title insurance premiums, environmental assessment and investigation costs, feasibility studies and engineering reports, recording fees, any stamp or recording taxes and any brokerage fees;due diligence expenses. (iic) All reasonable costs and expenses At the First Time of Delivery, the Company shall pay to each of the Bank Representatives the sum of ________________ Dollars (including without limitation the reasonable fees and disbursements of the Bank's counsel actually incurred$_______) in connection with (A) the collection of the Obligations and the enforcement of this Agreement and the other Loan Documents, including in connection with any restructuring or workout of the Obligations arising pursuant to as a breach by any Loan Party of any of the terms, conditions, representations, warranties or covenants of any Loan Document to which it is a party; (B) the protection of the Collateral and Bank's Lien; and (C) defending or prosecuting any actions, suits or proceedings relating to any of the Loan Documents; (iii) The Bank's reasonable third-party costs incurred in connection with the inspections, reviews and audits of the Borrower's books and records and of the Collateral and the Building; and (iv) All reasonable costs and expenses of the Bank (including without limitation the reasonable fees and disbursements of the Bank's counsel, consultants and contractors) in connection with environmental investigation, testing or other due diligence (A) in contemplation of this Agreement, (B) during the term hereof as provided herein and in the other Loan Documents, and (C) following an Event of Default. All of such costs and expenses shall be payable by the Borrower to the Bank within ten (10) days following demand therefor or as otherwise agreed upon by the Bank and the Borrower, and shall constitute Obligations under this Agreement. The Borrower's obligation to pay such costs and expenses shall survive the termination of this Agreement and the repayment of the Obligationsfinancial advisory fee.