Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its and the Manager’s obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viiiv) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including FINRA and the related fees and expenses approval of counsel the Securities for the Underwriters, not to exceed $35,000book-entry transfer by DTC; (ixvi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) except that the Underwriters shall pay one-half of the expenses of any aircraft chartered by the Company and the Underwriters will each bear 50% for such “road show” and all of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated and expenses, including all travel, lodging and other expenses of the Underwriters incurred by them in connection with hotel accommodationsany “road show”); and (xix) all expenses and application fees related to the listing of the Shares Securities on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Notes and any taxes payable in that connectionconnection therewith; (ii) the all costs incident to and expenses incurred in connection with the preparation, printing and printing, filing under the Securities Act Act, shipping and distribution of the Registration Statement, the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including and all exhibitsamendments, amendments exhibits and supplements thereto) , and each of the distribution thereofTransaction Documents; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Notes under the state or foreign securities or blue sky laws (including insurance securities laws) of such jurisdictions as the Representatives may designate reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificatesthe Global Note; (vi) any fees charged by rating agencies for rating the Notes; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all fees and expenses and application fees incurred of the Company in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority, including and the related fees approval of the Notes by DTC for “book-entry” transfer; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors, (A) except that the Company and the Underwriters will each bear 50% cost of the costs associated with any aircraft used and (B) or other transportation chartered in connection therewith shall be split 50:50 with the Company and the Underwriters will each pay their own costs associated with hotel accommodations)Underwriters; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNYSE; provided, however, that the fees and expenses of counsel in clauses (iv) and (vii) shall in no event exceed $40,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and Holding will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of each of the Company’s and Holding’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not Underwriter up to exceed an aggregate of $5,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not Underwriter up to exceed an aggregate of $35,00030,000); (ixviii) all expenses incurred by the Company or Holding or the Selling Stockholder in connection with any “road show” presentation to potential investors (provided thatincluding, (A) without limitation, any travel expenses of the Company’s or Holding’s officers and employees and any other expenses of the Company and or the Underwriters will each bear Selling Stockholder including 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)of chartering airplanes; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNew York Stock Exchange. It is agreed that except as specifically provided in this Section 13, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel (unless otherwise provided above) and stock transfer taxes on the resale of any Shares by the Underwriter.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market; provided, however, that the reasonable fees and expenses of counsel for the Underwriters incurred pursuant clauses (iv) and (vii) of this Section 11(a) shall not exceed $30,000 in the aggregate.

Payment of Expenses. (a) Whether or not The Partnership agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation, : (i) the costs incident to preparation, printing or reproduction and filing with the authorization, issuance, sale, preparation and delivery Commission of the Shares Registration Statement (including financial statements and exhibits thereto), the Prospectus, and each amendment or supplement to the Underwriters and any taxes payable in that connectionof them; (ii) the costs incident to the preparationprinting (or reproduction) and delivery (including postage, printing air freight charges and filing under the Securities Act charges for counting and packaging) of such copies of the Registration Statement, the Preliminary Prospectus, and all amendments or supplements to any Issuer Free Writing Prospectusof them, any Pricing Disclosure Package as may, in each case, be reasonably requested for use in connection with the offering and sale of the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofUnits; (iii) the costs preparation, printing, authentication, issuance and delivery of reproducing certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and distributing this Agreementsale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the NYSE; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Managers relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Managers relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the Partnership’s representatives in connection with presentations to prospective purchasers of the Units; (ix) the fees and expenses of the CompanyPartnership’s accountants and the fees and expenses of counsel (including local and independent accountantsspecial counsel) for the Partnership; (vx) the reasonable fees and documented out-of-pocket expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationManagers, printing and distribution of a Blue Sky Memorandum (including the related fees reasonable fees, disbursements and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred Managers in connection with any filing with, this Agreement and clearance of the offering by, FINRA, including the related fees Registration Statement and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company ongoing services in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)transactions contemplated hereunder; and (xxi) all other costs and expenses and application fees related incident to the listing performance by the Partnership of the Shares on the Nasdaq Marketits obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian Wrapper” (including the related fees and expenses of counsel for the Underwriters not up to exceed a maximum of $5,00015,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not Underwriters up to exceed a maximum of $35,00040,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) that the cost of any chartered plane to be or used in connection with any “road show” presentation to potential investors will be paid 50% by the Company and the Underwriters will each bear 50% of by the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel (except as set forth in clause (viii) above), lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “road show” presentation to potential investors.

Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident relating to the performance of its obligations hereunder, including without limitation, following matters: (i) the costs incident to preparation, printing or reproduction and filing with the authorization, issuance, sale, preparation and delivery Commission of the Shares Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to the Underwriters and any taxes payable in that connectionof them; (ii) the costs incident to the preparationprinting (or reproduction) and delivery (including postage, printing air freight charges and filing under the Securities Act charges for counting and packaging) of such copies of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including and all exhibitsamendments or supplements to any of them, amendments as may, in each case, be reasonably requested for use in connection with the offering and supplements thereto) and sale of the distribution thereofSecurities; (iii) the costs preparation, printing, authentication, issuance and delivery of reproducing certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and distributing this Agreementsale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filings required to be made with FINRA (including filing fees and together with the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification in item (vi) herein, not to exceed $25,000); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)Company; and (x) all other costs and expenses and application fees related incident to the listing performance by the Company of the Shares on the Nasdaq Marketits obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related provided, however, that such fees and expenses of counsel for the Underwriters shall not to exceed $5,00050,000 without the prior written consent of the Company); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses travel (including 50% of chartered aircraft expenses), meal and lodging costs for Company employees incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Market. It is understood and agreed that except as provided in Section 7 and this Section 11, the Underwriters shall pay all of their costs and expenses incurred in connection with this Agreement and the offering contemplated hereby, including fees and disbursements of their counsel, stock transfer taxes payable on their resale of any of the Shares, travel (including 50% of chartered aircraft expenses), meal and lodging costs and other expenses of the Representatives incurred in connection with any “road show” presentation to potential investors, and any advertising expenses in connection with any offers made.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including provided that the related fees aggregate amount payable by the Company pursuant to clauses (iv) and expenses of counsel for the Underwriters, (vii) shall not to exceed $35,00040,000 (excluding filing fees); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrar; counsel to such parties) (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares Underlying Securities on the Nasdaq MarketNasdaq.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and Carnival plc jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in connection therewith (including any amount paid in respect of value added tax (“VAT”), except to the extent that connectionthe Underwriter determines that it is able to obtain a credit or timely repayment of such VAT by way of VAT input tax or similar mechanism); (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriter); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivi) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, FINRA in an aggregate amount not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)15,000; and (xvii) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange. Subject to this Section 11(a) and Section 11(b) and any reimbursement arrangement between the Company, Carnival plc and the Underwriter, the Underwriter shall pay the fees and expenses of its own counsel.

Payment of Expenses. Each of you agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriters Designated Notes and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities 1933 Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Base Prospectus, the Final Prospectus, any Issuer Free Writing Prospectusamendment or supplement to the Base Prospectus or any document incorporated by reference therein, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing this Agreement; (ive) the fees and expenses of qualifying the Designated Notes under the securities laws of the several jurisdictions as provided in Section 4(g) hereof and of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of your counsel); (f) any fees charged by securities rating services for rating the Designated Notes; (g) any fees and expenses of your counsel, the Trustee, the Trustee’s counsel and the Sponsor’s and the Company’s counsel and independent accountantsincurred in connection with the transactions described herein; (vh) any fees and expenses associated with registering the reasonable Designated Notes with The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System; (i) any fees and expenses incurred in connection with either of your or Insurer’s due diligence associated with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationtransactions described herein, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters but not limited to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, re-underwriting and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred appraisal services performed by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)third parties; and (xj) all other costs and expenses and application fees related incident to the listing performance of the Shares on obligations of the Nasdaq MarketCompany.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the Underwriters in an amount not to exceed $5,0005,000 (excluding filing fees)); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related documented fees and expenses of counsel for the Underwriters, in an amount not to exceed $35,00035,000 (excluding filing fees)); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters will each bear 50% Underwriters, and all lodging, commercial airfare and individual expenses of the costs associated with any aircraft used and (B) Underwriters shall be the Company and responsibility of the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $5,000); (vi) the cost of preparing stock certificates; (viiv) the costs and charges of any transfer agent and any registrar; (viiivi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, Underwriters in an amount not to exceed $35,00015,000); (ixvii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors, it being understood and agreed that except as provided thatin this Section 11 or Section 7 hereof, (A) the Company and the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” (provided that the Underwriters and the Company shall each bear pay 50% of the costs associated with cost of any aircraft used and (B) or other transportation chartered in connection with the Company and the Underwriters will each pay their own costs associated with hotel accommodations“road show”); and (xviii) all expenses and application fees related to the listing of the Shares on the The Nasdaq Global Select Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities and the Underlying Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,00010,000); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, Underwriters not to exceed $35,00010,000 and the approval of the Securities for book-entry transfer by DTC; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares Underlying Securities on the Nasdaq MarketNASDAQ.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusTime of Sale Information, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Basic Documents; (iv) the fees and expenses of counsel for the CompanyUnderwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vvi) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Offered Certificates under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) any fees charged by the costs and charges of any transfer agent and any registrarRating Agencies for rating the Certificates; (viii) the fees and expenses of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Third Party Purchaser (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with, and clearance of with the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Financial Industry Regulatory Authority; (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)in Offered Certificates; and (xxi) all the costs and expenses and application fees related to the listing of the Shares on Depositor in connection with the Nasdaq Marketpurchase of the Mortgage Loans.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, Underwriters not to exceed $35,00025,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, provided, that, with respect to this clause (iv), if the Shares are “covered securities” under section 18(b) of the Securities Act, then the Company shall not be responsible for related fees and expenses of counsel for the Underwriters in an amount not to exceed $5,00010,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees, including the legal fees and filing fees and other disbursements of counsel to the Underwriters, incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by both the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (xix) all expenses and application fees related to the listing of the Shares on NASDAQ. Except as provided in this Agreement, the Nasdaq MarketUnderwriters shall pay their own costs and expenses, including the costs and expenses of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriters) not to exceed exceeding $5,000)10,000 in the aggregate; (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees and reasonable expenses incurred in connection with any filing with, and clearance of the offering by, FINRAthe National Association of Securities Dealers, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatthat the costs of the private air transportation, (A) if any, used in connection with any “road show” presentation shall be borne one-half by the Company and one-half by the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (x) all expenses and application fees related to the listing quotation of the Shares on the Nasdaq National Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s Company Parties’ counsel, the Selling Stockholders’ counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related reasonably incurred fees and expenses of counsel for the Underwriters, Underwriters not to exceed $35,00025,000); (ixviii) all expenses incurred by the Company Parties in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Underwritten Securities and any taxes payable in that connection; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Statement and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiic) the costs of reproducing and distributing this Agreementthe Terms Agreement and the Underwritten Securities; (ivd) the fees and expenses of the Company’s 's counsel and independent accountants; (ve) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Underwritten Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not up to exceed a maximum of $5,000); (vif) any fees charged by rating agencies for rating the Underwritten Securities; (g) the cost fees and expenses of preparing stock certificates; the Trustee and any paying agent (vii) the costs including related fees and charges expenses of any transfer agent counsel to such parties); and any registrar; (viiih) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, FINRAthe National Association of Securities Dealers, Inc. up to a maximum of $10,000. It is understood, however, that, except as provided in this Section, and Sections 7.8 and 8.1 hereof, the Underwriters will pay all of their own costs and expenses, including the related fees of their counsel, transfer taxes on resale of any of the Underwritten Securities by them, and any advertising expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection connected with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketoffers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); Underwriters); (viv) the cost of preparing stock certificates; certificates; (viivi) the costs and charges of any transfer agent and any registrar; registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; FINRA; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used investors; and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketMarket; provided, however, that the fees and disbursements of counsel for the Underwriter pursuant to clauses (iv) and (vii) shall not exceed in the aggregate $25,000.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not for such Blue Sky Memorandum up to exceed an aggregate of $5,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including FINRA (provided that the related reimbursement obligation for such fees and expenses of counsel for the UnderwritersUnderwriters shall not exceed, not to exceed in the aggregate, $35,00020,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; it being understood that except as provided thatin this Section 13 or Section 9 hereof, (A) the Company and the Underwriters will each bear pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “roadshow” presentation to potential investors and 50% of the costs associated with of any aircraft used and (B) chartered in connection with the Company and the Underwriters will each pay their own costs associated with hotel accommodations)“road show” presentation; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, the Indenture, the Securities and any other documents to be delivered in connection with the closing of the offering of the Securities; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters Underwriters, which shall not to exceed $5,00015,000); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related reasonable fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including ; (ix) the related fees and expenses incurred with respect to any listing of counsel for the Underwriters, not to exceed $35,000Securities; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its and the Selling Stockholder’s obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable reasonably incurred fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates, if applicable; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees and reasonably incurred fees and expenses of counsel for the Underwriters incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related FINRA (such fees and expenses disbursements of counsel for the Underwriters, Underwriters pursuant to this clause (viii) not to exceed $35,00050,000); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors, provided thathowever, (A) the Company and that the Underwriters will each bear shall be responsible for 50% of the costs associated of any private aircraft incurred in connection with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)roadshow; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum, if any (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe National Association of Securities Dealers, including the related fees Inc.; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; provided that, (A) the Company and except as provided in Sections 7 or 11(b), the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each shall pay their own costs associated with hotel accommodations); and (x) all expenses, including the costs and expenses and application fees related to the listing of the Shares on the Nasdaq Markettheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the 8-K Information, the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, each of the Basic Documents and the Indemnification Agreement; (iv) the fees and expenses of Xxxxxx & Xxxxxxx LLP, counsel for the Company’s Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (vvi) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Offered Certificates under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Lead Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) any fees charged by Rating Agencies for rating the costs and charges of any transfer agent and any registrarCertificates; (viii) the fees and expenses of the Trustee, the Master Servicer and the Special Servicer (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing withwith the National Association of Securities Dealers, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses incurred in connection with any "road show" presentation to potential investors; and application fees related to (xi) the listing costs and expenses of the Shares on Depositor in connection with the Nasdaq Marketpurchase of the Mortgage Loans.

Payment of Expenses. (a) Whether or not The Company shall, regardless of whether the transactions Offering contemplated by this Agreement are consummated and the Prospectus is consummated, be responsible for and shall pay all costs, fees and expenses incurred in connection with or this Agreement is terminatedincident to the proposed Offering, including, without limitation, (A) all expenses and taxes incident to the authorization, issuance, sale and delivery of the Shares to be sold by the Company to the Underwriters, (B) all expenses incident to the registration of the Shares under the Act, (C) all costs of preparing stock certificates, including printing and engraving costs, (D) all fees and expenses of the registrar and transfer agent of the Shares, (E) without limiting clause (A) above, all necessary, transfer and other stamp taxes in connection with the issuance and sale of the Shares to be sold by the Company to the Underwriters, (F) all fees and expenses of the Company's counsel, the Company's independent accountants and any other experts retained by or on behalf of the Company will pay in connection with the Offering, (G) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preliminary Prospectus and the Prospectus, including all exhibits and financial statements, and all amendments and supplements provided for herein, including, without limitation, any post-effective amendments, the blue sky memoranda, this Agreement, the Agreement among Underwriters, the Underwriters' Questionnaire and Power of Attorney, (H) the filing fees and expenses incurred by the Company or cause the Underwriters in connection with exemptions from qualifying or registering (or obtaining qualification or registration of) all or any part of the Shares for offer and sale and determination of eligibility for investment under the blue sky or other securities laws of such jurisdictions as the Underwriters may designate and incurred in connection with filings made with the NASD (including related fees and expenses of counsel to be paid the Underwriters not to exceed $7,500), (I) all travel and lodging fees and expenses incurred by or on behalf of officers and representatives of the Company in connection with presentations to prospective purchasers of the Shares, (J) all word processing charges, messenger and duplicating services, facsimile expenses and other customary expenses of the Company related to the proposed Offering, (K) the costs and expenses relating to preparation and delivery to the Underwriters of five closing binders, (L) all applicable listing or other fees relating to the Shares, including, without limitation, the fees relating to quotation of the Common Stock on the Nasdaq National Market and (M) all other costs and expenses incident to the performance by the Company and such Selling Stockholders of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees provided, however, that except as provided in this Section 6 and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationSection 11, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each shall pay their own costs associated with hotel accommodations); and (x) all expenses, including the costs and expenses and application fees related to the listing of the Shares on the Nasdaq Markettheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements, the Preliminary Prospectusexhibits, any schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, any Pricing Disclosure Package the Preliminary Prospectus and the Prospectus (including Prospectus, and all exhibits, amendments and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the documents relating to this Agreementoffering; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesNotes; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) the filing fees and expenses (including up to $20,000 of legal fees and disbursements) incident to securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (ix) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRA, including the related fees and expenses of counsel Notes for the Underwriters, not to exceed $35,000book-entry transfer by DTC; (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors and (provided thatxi) all other fees, (A) the Company costs and the Underwriters will each bear 50% expenses referred to in Item 14 of Part II of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketRegistration Statement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any applicable taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters (in an amount not to exceed $5,00010,000)); (vi) the cost of preparing stock share certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the reasonable related fees and expenses of counsel for the Underwriters, Underwriters (in an amount not to exceed $35,00030,000)); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatundertaken in connection with the marketing of the offering of the Shares, (A) the Company and the Underwriters will each bear including 50% of the costs associated with cost of any aircraft used and (B) chartered in connection with the Company and the Underwriters will each pay their own costs associated with hotel accommodations)road show; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel for the Underwriters Underwriters, which fees and expenses shall not to exceed $5,00010,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares on NASDAQ. It is understood that, subject to this Section 11(a) and Section 11(b) below, the Nasdaq MarketUnderwriters will pay all of their costs and expenses, including fees and expenses of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any stamp, registration and similar transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an amount not to exceed $5,00025,000 (excluding filing fees)); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, FINRA (in an amount not to exceed $35,00030,000 (excluding filing fees)); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (BUnderwriters) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided, including however, that the related amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to this subsection (vii) and for the fees and expenses of counsel for the Underwriters, pursuant to subjection (iv) shall not to exceed $35,00035,000 in the aggregate; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatincluding, (A) without limitation, any travel expense of the Company Company’s officers and employees and any other expense of the Underwriters will each bear Company, including 50% of the costs associated of chartering aircraft or other transportation in connection with any aircraft used and “road show” (B) the Company and it being understood that the Underwriters will each pay their own the other 50% of the costs associated of chartering aircraft or other transportation in connection with hotel accommodationsany “road show”); and (xix) all expenses and application fees related to the listing of the Shares on Nasdaq. It is understood, however, that except as provided in this Section 11, Section 7 and the Nasdaq Marketlast sentence of Section 10(c), the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with an offers they may make and lodging expenses incurred by them in connection with any “road show” and any testing-the-waters meetings, as applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; , (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; , (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); , (viv) the cost of preparing stock certificates; , if any, representing the Shares, (viivi) the costs and charges of any transfer agent and any registrar; , (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters, Underwriters in an amount not to exceed $35,000; 10,000), (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNYSE.

Payment of Expenses. The Company hereby agrees to pay all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (ai) Whether the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Sale Prospectus and the Prospectus, including any pre or not post effective amendments or supplements thereto, and the transactions contemplated by printing and mailing of this Agreement are consummated and related documents, including the cost of all copies thereof and any amendments thereof or this Agreement is terminatedsupplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s management team, up to a maximum of $4,000 per person (in the case of U.S. jurisdiction) or $5,000 (in the case of non-US jurisdiction), (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Company will pay Ordinary Shares and the Warrants included in the Units, including any transfer or cause other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters (not to be paid all exceed $25,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq or such other stock exchanges as the Company and the Underwriters together determine, (vii) all fees and disbursements of the transfer and warrant agent, (viii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation, trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; (ix) all of the expenses associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any Underwriter at the request of the Company; and (x) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunderhereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, including without limitation, (i) the costs incident Representative may deduct from the net proceeds of the Offering payable to the authorization, issuance, sale, preparation and delivery of Company on the Shares to Closing Date the Underwriters and any taxes payable in that connection; expenses set forth above (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) which shall be mutually agreed upon between the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (BRepresentative prior to Closing) to be paid by the Company to the Representative and others. If the Underwriters will each pay their own costs associated with hotel accommodationsOffering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder); , then the Company shall reimburse the Representative in full for its reasonable and (x) all documented out-of-pocket accountable expenses actually incurred through such date, including, without limitation, reasonable fees and application fees disbursements of counsel to the Representative related to FINRA matters, subject to the listing limitations in clause (v) of the Shares on the Nasdaq Marketthis Section 3.10.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not Underwriter for such Blue Sky Memorandum up to exceed an aggregate of $5,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including FINRA (provided that the related reimbursement obligation for such fees and expenses of counsel for the UnderwritersUnderwriter shall not exceed, not to exceed in the aggregate, $35,00020,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; it being understood that except as provided in this Section 12 or Section 9 hereof, the Underwriter will pay all of the travel, lodging and other expenses of the Underwriter or any of its employees incurred by it in connection with any “roadshow” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with of any aircraft used and (B) chartered in connection with the Company and the Underwriters will each pay their own costs associated with hotel accommodations)“road show” presentation; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Transaction Entities will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitationall costs and expenses of the Transaction Entities in connection with the Contribution Transactions, (i) and all the costs incident to and expenses in connection with the authorization, issuance, sale, preparation and delivery offering of the Offered Shares including but not limited to the Underwriters (A) any filing fees and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus other expenses (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of counsel to the Company’s counsel and independent accountants; Underwriters set forth in section (vC) the reasonable fees and expenses below) incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Shares for sale under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Representative designates and the preparationpreparation and printing of blue sky surveys or legal investment surveys relating thereto, printing (B) costs and distribution expenses related to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of a Blue Sky Memorandum the Offered Shares (including filing fees and the related fees and expenses of counsel for the Underwriters not relating to exceed such review), (C) up to and including $5,000); (vi) 225,000 in the cost aggregate of preparing stock certificates; (vii) the costs and charges expenses of any transfer agent and any registrar; (viii) all expenses and application fees legal counsel for the Underwriters incurred in connection with this Agreement and the offering of the Offered Shares, (D) costs and expenses of the Company relating to investor presentations and any filing withroad show in connection with the offering and sale of the Offered Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company, (E) all actually and reasonably incurred costs and expenses of the Underwriters relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (F) the fees and expenses incident to listing the Offered Shares on the NYSE MKT, (G) the fees and expenses in connection with the registration of the Offered Shares under the Exchange Act, (H) expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters, (I) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, and clearance (J) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the Underwriters in connection with the offering and sale of the offering by, FINRA, Offered Shares. The foregoing payment by the Company to the Underwriters in this paragraph (ix) is limited to up to $350,000 in the aggregate (including the related up to $225,000 in fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and set forth in section (BC) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsabove); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, translation, printing and filing under the Securities Act or Canadian Securities Laws, as applicable, of the Registration Statement, the Preliminary ProspectusProspectuses, any Issuer Free Writing Prospectus, the Pricing Prospectuses, any Pricing Disclosure Package other Time of Sale Information and the Prospectus Prospectuses (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, any Agreement Among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock share certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe National Association of Securities Dealers, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNYSE and the TSX. It is understood, however, that except as provided in this Section 11, the Underwriters will pay all of their own costs and expenses, including (without limitation) the fees of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $5,000); (viv) the cost of preparing stock certificates, if any; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, FINRA in an amount not to exceed $35,00040,000 (excluding filing fees); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors; provided, (A) however, that the Underwriters and the Company and the Underwriters will shall each bear pay 50% of the costs associated cost of any chartered aircraft to be used in connection with any aircraft used and (B) such “road show” when a representative for an Underwriter is on the Company and the Underwriters will each pay their own costs associated with hotel accommodations)aircraft; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not The Partnership agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Underwriter that the Company Partnership will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Partnership under this Agreement, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Companyreasonable attorney’s counsel and independent accountants; (v) the reasonable fees and expenses incurred by the Partnership or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or qualification and determination of eligibility for investment any part of the Shares Offered Securities for offer and sale under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Underwriter designates and the preparationpreparation and printing of memoranda relating thereto, printing (ii) the filing fees and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriter, including but not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred limited to, in connection with any filing with, the FINRA’s review and clearance approval of the Underwriter’s participation in the offering byand distribution of the Offered Securities, FINRA, including the related fees (iii) costs and expenses of counsel for the Underwriters, not relating to exceed $35,000; (ix) all expenses incurred by the Company in connection with investor presentations or any “road show” presentation to potential investors (provided thatin connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Partnership Parties’ officers and employees, (Aiv) fees and expenses incident to listing the Company Offered Securities on the New York Stock Exchange, (v) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (vi) expenses incurred in distributing each preliminary prospectus distributed to investors and potential purchasers, each Statutory Prospectus, and the Underwriters will Final Prospectus (in each bear 50% of the costs associated with case, including any aircraft used amendments and (Bsupplements thereto) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketUnderwriter and in each case expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors.

Payment of Expenses. (a) Whether or not As between the transactions contemplated by this Agreement are consummated or this Agreement is terminatedDepositor and the Underwriters, the Company will Depositor agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Underwriting Agreement, including without limitation, limitation those relating to: (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriters Certificates and any taxes payable in that connectionconnection therewith; (iib) a portion of the costs incident fees previously paid to the preparation, printing and Commission with respect to the filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, Disclosure Documents and Prospectus and any Issuer Free Writing Prospectus, any Pricing Disclosure Package and amendment or supplement to the Prospectus (including the Disclosure Documents) or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Underwriting Agreement; (iiid) the costs of reproducing and distributing this Underwriting Agreement; (ive) the fees and expenses of qualifying the Company’s counsel and independent accountants; (v) Certificates under the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Shares under the state or foreign securities or blue sky laws of such several jurisdictions as the Representatives may designate provided in Section 5(h), if necessary, hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum blue sky memorandum (including the related fees and expenses of counsel for to the Underwriters not to exceed $5,000Underwriters); (vif) any fees charged by securities rating services for rating the cost of preparing stock certificatesCertificates; and (viig) the all other costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance incident to the performance of the offering by, FINRA, obligations of the Depositor (including the related fees costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 6 or Section 11, the Depositor shall cause the Underwriters to be reimbursed for all reasonable out-of-pocket expenses, including fees and disbursements of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated Conversion is completed or the sale and issuance of the Shares by this Agreement are consummated or this Agreement the Company is terminatedconsummated, the Company HF Parties will pay or cause to be paid for all costs and their expenses incident to the performance of its obligations hereunderthis Agreement customarily borne by issuers, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery filing of the Shares to the Underwriters and any taxes payable in that connectionApplications; (iib) the costs incident to the preparation, printing printing, filing, delivery and filing under the Securities Act mailing of the Registration Statement, including the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and all documents related to the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofOffering; (iiic) the costs of reproducing and distributing this Agreement; (iv) the all fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the preparation of the Information Statement and the solicitation of Voting Member approval of the Plan; (d) all filing fees and expenses in connection with the qualification or registration or qualification and determination of eligibility for investment of the Shares for offer and sale by the Company under the state or foreign securities or blue sky laws laws, including without limitation filing fees, reasonable legal fees and disbursements of such jurisdictions as counsel in connection therewith, and in connection with the Representatives may designate preparation of the Blue Sky Memorandum; (e) the filing fees of FINRA related to the Agent’s fairness filing under FINRA Rule 5310; (f) fees and expenses related to the preparationpreparation of the Appraisal; (g) fees and expenses related to auditing and accounting services; (h) expenses relating to advertising, printing temporary personnel, investor meetings and stock information center; (i) transfer agent fees and costs of preparation and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; and (viij) any fees or expenses associated with listing on NASDAQ. In the costs and charges event that the Agent incurs any expenses on behalf of any transfer agent and any registrar; (viii) all the HF Parties, the HF Parties will pay or reimburse the Agent for such expenses and application fees incurred in connection with any filing withregardless of whether the Conversion is successfully completed, and clearance of such reimbursements will not be included in the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company expense limitations set forth in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketSection 4 above.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe National Association of Securities Dealers, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Inc.; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors. Except as otherwise provided thatherein, (A) the Company and the Underwriters will each bear 50% pay all of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated and expenses in connection with hotel accommodations); the transactions contemplated hereby, including, without limitation, the fees and (x) all expenses of their counsel and application fees related to transfer taxes, if any, on the listing resale of the Shares on the Nasdaq MarketSecurities by them.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any stamp, transfer, documentary, filing, recording or similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses (up to a maximum of $50,000) incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriter not to exceed $5,00050,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees ; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by of the Company incurred in connection with any “road show” presentation to potential investors (provided that, (A) that all expenses related to chartered aircraft in connection with the “Roadshow” shall be split 50%-50% by the Company and the Underwriters will each bear 50% Underwriter and all lodging, commercial airfare and individual expenses of the Underwriter shall be the responsibility of the Underwriter); provided that, except as provided in this Section 12, the Underwriter shall pay its own costs associated and expenses, any advertising expenses connected with any aircraft used offers it may make and (B) the Company any fees and the Underwriters will each pay their own costs associated with hotel accommodations); disbursements of its counsel and (x) all travel and lodging expenses and application fees related to the listing of the Shares on the Nasdaq MarketUnderwriter (except as set forth in clause (ix) above).

Payment of Expenses. (a) Whether or not the transactions contemplated by in ------------------- this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents and all other documents related to the public offering of the Shares (iincluding those supplied to the Underwriters in quantities as hereinabove stated), (ii) the costs incident to the authorization, issuance, sale, preparation transfer and delivery of the Shares to the Underwriters and Underwriters, including any transfer or other taxes payable in that connection; (ii) the costs incident to the preparationthereon, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws Blue Sky laws, including the costs of such jurisdictions as the Representatives may designate printing and mailing a preliminary and final "Blue Sky Survey" and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); and such counsel's disbursements in relation thereto, (iv) quotation of the Shares on the Nasdaq National Market system, (v) filing fees of the Commission and the NASD, (vi) the cost of preparing stock certificates; printing certificates representing the Shares, (vii) the costs cost and charges of any transfer agent or registrar for the Shares and any registrar; (viii) all cash and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAUnderwriters, including the related fees and expenses disbursements of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred in connection with the Directed Shares which are designed by the Company in connection with any “road show” presentation for sale to potential investors (provided that, (A) certain employees of and certain persons designated by the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketCompany.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,00010,000); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe Financial Industry Regulatory Authority, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Inc.; (ix) any fees or costs incident to listing the Underlying Securities on the Nasdaq; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses in an amount not to exceed $40,000 incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000related thereto); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees in an amount not to exceed $50,000 incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) 50% of all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors, (A) including the third party costs of any private aircraft incurred by or on behalf of the Company and in connection with such road show, with the Underwriters will each bear responsible for the remaining 50% of such expenses; provided, that each party shall pay all of the travel and lodging expenses incurred by them in connection with such road show (other than the third party costs associated of any private aircraft, which shall be paid for in accordance with any aircraft used the foregoing provisions of this clause (viii)), and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided, including the related however, that such fees and expenses of counsel for the Underwriters, shall not to exceed $35,00025,000, excluding filing fees; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors investors, provided, however, that the Company shall pay its pro rata share (provided that, (A) based on the number of seats occupied by representatives and officers of the Company and any consultants engaged by the Underwriters will each bear 50% Company in connection with any road show presentation, on the one hand, and by representatives and officers of the costs associated with Underwriters, on the other hand) of the cost of any aircraft used and (B) chartered in connection with the road show with the prior approval of the Company and (with the Underwriters will each pay their own costs associated with hotel accommodationsremainder of the cost of such aircraft to be paid by the Underwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNasdaq. Except as expressly provided in Section 8 and above in this Section 12(a) (and except as otherwise agreed between the Company and any Selling Stockholder with respect to expenses of a Selling Stockholder), the Underwriters and the Selling Stockholders will severally pay all of their respective costs and expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of counsel for the Company’s counsel and independent accountants; (v) the reasonable fees and expenses of the Company’s independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) any fees charged by rating agencies for rating the costs and charges of any transfer agent and any registrarSecurities; (viii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees Financial Industry Regulatory Authority; and expenses of counsel for the Underwriters, not to exceed $35,000; (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; provided, that except as provided thatin Section 7 and this Section 11, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each shall pay their own costs associated with hotel accommodations); and (x) all expenses, including the costs and expenses and application fees related to the listing of the Shares on the Nasdaq Markettheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not up to exceed $5,00015,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not Underwriters up to exceed $35,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors; provided, (A) the Company and however, that the Underwriters will each bear shall be responsible for 50% of the third party costs associated of any private aircraft incurred in connection with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)such roadshow; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters Underwriters, not to exceed $5,00010,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Market. Except as provided in this Section 11 or in Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing any stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided, including the related however, that such fees and expenses of counsel for the Underwriters, shall not to exceed $35,00025,000, excluding filing fees; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors investors, provided, however, that the Company shall pay its pro rata share (provided that, (A) based on the number of seats occupied by representatives and officers of the Company and any consultants engaged by the Underwriters will each bear 50% Company in connection with any road show presentation, on the one hand, and by representatives and officers of the costs associated with Underwriters, on the other hand) of the cost of any aircraft used and (B) chartered in connection with the road show with the prior approval of the Company and (with the Underwriters will each pay their own costs associated with hotel accommodationsremainder of the cost of such aircraft to be paid by the Underwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNasdaq.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, following: (i) the costs incident to the authorizationfees, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees disbursements and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate 1933 Act and all other expenses in connection with the preparation, printing and distribution filing of a the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto, and the delivering of copies thereof to the Agent; (ii) costs incident to the preparation, and delivery of this Sales Agreement or any Terms Agreement, any Blue Sky Memorandum (including the related reasonable fees and expenses of counsel to the Agent) and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters not to exceed $5,000)Agent in connection with such qualification and in connection with the Blue Sky Surveys; (iv) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Agent in connection with, any required review by FINRA of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the Shares on the NYSE; (vi) the cost of preparing the Shares, any stock certificatesor other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Agent; (vii) the costs and charges of any transfer agent and or registrar or any registrardividend distribution agent; (viii) all expenses the fees and application fees incurred in connection with any filing with, and clearance disbursements of the offering by, FINRA, including the related fees Company’s counsel and expenses of counsel for the Underwriters, not to exceed $35,000accountants; and (ix) all other costs and expenses incurred by incident to the Company performance of its obligations hereunder which are not otherwise specifically provided for in connection this Section 5. It is understood, however, that, except as provided in this Section 5, Section 7 and Section 9 hereof, the Agent will pay all of its own costs and expenses, including the fees of its counsel and any advertising expenses connected with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketoffers it may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,00010,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA including the related fees and expenses of counsel for to the Underwriters, Underwriters not to exceed $35,00030,000; (ixvii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors, provided that, (A) the Company and the Underwriters will each bear 50% of the that any expenses or costs associated with any aircraft chartered plane used and (B) in connection with any “road show” presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters will each pay their own costs associated with hotel accommodations)Underwriters; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNYSE.

Payment of Expenses. (a) Whether The Company will pay, or reimburse if paid by the Representative, whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the entry into and performance under this Agreement by the Company, and without limiting the generality of its obligations hereunderthe foregoing, including without limitation, all costs and expenses incident to (i) the costs incident to the authorization, issuance, salepurchase, preparation sale and delivery of the Shares to the Underwriters and any taxes payable in that connection; Underwriters, (ii) the costs incident to registration of the preparationShares and preparing, printing and shipping the Registration Statement and the underwriting documents, (iii) the filing under fees of the Securities Act Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including fees for American Stock Exchange) and state securities and “Blue Sky” commissioners and authorities in connection with the Registration Statement and this Agreement, and the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with state securities or “Blue Sky” matters and review by FINRA, (iv) the fees and disbursements of counsel and accountants for the Company, (v) the furnishing to the Representative and, to the extent requested, the other Underwriters of copies of the Registration Statement, the Preliminary Prospectusany preliminary prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package the Prospectus, this Agreement, the Blue Sky survey (preliminary and final), and of the documents required by paragraphs (b), (c), (d) and (e) of Section 6.1, to be so furnished, including costs of preparing, printing and shipment, (vi) the preparation, printing, mailing, delivery, filing and distribution by the Company of all supplements and amendments to the Prospectus required by paragraph (e) of Section 6.1, (vii) the furnishing to the Representative and the Prospectus other Underwriters of all reports and financial statements required by paragraphs (f) and (g) of Section 6.1, (viii) the holding of informational meetings related to the offer and sale of the Shares and all other road show expenses, and (ix) all advertising costs and expenses related to the offer and sale of the Shares, including publishing a “tombstone” advertisement in the national edition of the Wall Street Journal. In addition to the foregoing expenses, the Company shall at the Initial Closing Date pay to the Representative a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Primary Shares. If the sale of the Shares to the several Underwriters pursuant to this Agreement is not consummated for any reason, other than as specified in Section 9, the Company will reimburse the several Underwriters for all of their out-of-pocket expenses (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the reasonable fees and expenses of counsel) incurred by the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred Underwriters in connection with this Agreement or in investigating, preparing to market or marketing the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketShares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and JEH LLC, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related reasonable fees and expenses of Underwriters’ counsel for the Underwriters, in an amount not to exceed $35,00015,000); (ix) all costs and expenses incurred by of the officers and employees of the Company in connection with and JEH LLC and any other expenses of the Company and JEH LLC relating to any investor “road show” presentation to potential investors (provided thatpresentations in connection with the offering and sale of the Shares, (A) including, without limitation, any travel expenses of the officers and employees of the Company and the Underwriters will each bear 50% JEH LLC and any other expenses of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)JEH LLC; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange. It is understood, however, that except as provided in this Section and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses connected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents and the costs attributable to creating and perfecting the security interest in the Collateral as contemplated by the Security Documents (including the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP in connection therewith); (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of the offering by, FINRA, including the related fees Securities for book-entry transfer by DTC; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred directly by the Company in connection with any “road show” presentation to potential investors (provided thatother than travel expenses of the Initial Purchasers, (A) it being understood, however, that 50% of the cost associated with any chartered aircraft will be paid by each of the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsInitial Purchasers); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay (directly or cause by reimbursement) the following costs, fees and expenses and all other costs, fees and expenses incident to be the performance of the obligations of the Company under this Agreement: (i) all expenses and taxes incident to the issuance and delivery of the Stock to the Representatives; (ii) all expenses incident to the registration of the Stock under the Securities Act; (iii) the costs of preparing stock certificates (including printing and engraving costs); (iv) all fees and expenses of the registrar and transfer agent of the Stock; (v) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Stock to the Underwriters; (vi) fees and expenses of the Company's counsel and the Company's independent accountants; (vii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preeffective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein and the Blue Sky memoranda and this Agreement; (viii) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from the qualifying or registering (or obtaining qualification or registration of) all or any part of the Stock for offer and sale under the Blue Sky or other securities laws of such jurisdictions as the Representatives may designate; (ix) all fees and expenses paid or incurred in connection with filings made with the NASD; and (x) all other costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred 's obligations hereunder which are not otherwise specifically provided for in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketthis Section.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related fees and expenses of counsel for the Underwriters not up to exceed an aggregate of $5,00015,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not Underwriters up to exceed an aggregate of $35,00020,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors, (A) it being understood and agreed that the Company Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show” and the Underwriters will each bear shall pay 50% of the costs associated with of any aircraft used and (B) or other transportation chartered in connection with the Company and “road show,” the Underwriters will each pay their own costs associated with hotel accommodations)other 50% of which shall be paid by the Company; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq NASDAQ Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and out-of-pocket expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including provided that the related costs and fees and expenses of counsel for the Underwriters, described in clauses (v) and (viii) shall not to exceed $35,00050,000; (ix) all expenses (other than air travel expenses) incurred by the Company in connection with any “road show” presentation to potential investors investors; (provided that, (Ax) the Company and the Underwriters will each bear 50% one-half of the costs associated all air travel expenses in connection with any aircraft used “road show” presentation to potential investors, and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xxi) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents (iincluding this Agreement, the Agreement Among Underwriters and the Master Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the costs incident to the authorization, issuance, sale, preparation transfer and delivery of the Shares to the Underwriters and Underwriters, including any transfer or other taxes payable in that connection; (ii) the costs incident to the preparationthereon, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws Blue Sky laws, including the costs of such jurisdictions as the Representatives may designate printing and mailing a preliminary and final "Blue Sky Survey" and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000)and such counsel's disbursements in relation thereto, (iv) listing of the Shares on the New York Stock Exchange, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc.; (vi) the cost of preparing stock certificatesprinting certificates representing the Shares; (vii) the costs cost and charges of any transfer agent or registrar and any registrar; (viii) all costs and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAUnderwriters, including the related fees and expenses disbursements of counsel for the UnderwritersUnderwriters with respect to the Reserved Share program, not to exceed $35,000; (ix) all expenses incurred by the Company Underwriters in connection with any “road show” presentation to potential investors (provided thatthe Reserved Share program, (A) the Company and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters will each bear 50% of in connection with the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketReserved Share program.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, by FINRA, including provided that the related fees aggregate amount payable by the Company pursuant to clauses (iv) and expenses of counsel for the Underwriters, (vii) shall not to exceed $35,00030,000; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors, (A) the Company and provided, however, that the Underwriters will each bear 50% pay all of the costs associated travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any aircraft used the “road show”, and (B) provided, further, that the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing 50% of the Shares on the Nasdaq Marketcost of any aircraft chartered in connection with such road show.

Payment of Expenses. (a) a. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related provided, however, that such fees and expenses of counsel for the Underwriters shall not to exceed $5,00010,000 without the prior written consent of the Company); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for to the Underwriters, not Underwriters up to exceed $35,000); (ixviii) all expenses travel (including 50% of chartered aircraft expenses), meal and lodging costs for Company employees incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Market. It is understood and agreed that except as provided in Section 7 and this Section 11, the Underwriters shall pay all of their costs and expenses incurred in connection with this Agreement and the offering contemplated hereby, including fees and disbursements of their counsel, stock transfer taxes payable on their resale of any of the Shares, travel (including 50% of chartered aircraft expenses), meal and lodging costs and other expenses of the Representatives incurred in connection with any “road show” presentation to potential investors, and any advertising expenses in connection with any offers made.

Payment of Expenses. (a) Whether or not the transactions contemplated by in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any preliminary prospectus, the Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents (iincluding this Agreement, the Master Agreement Among Underwriters and the Master Selling Agreement) and all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) the costs incident to the authorization, issuance, sale, preparation transfer and delivery of the Shares to the Underwriters and Underwriters, including any transfer or other taxes payable in that connection; (ii) the costs incident to the preparationthereon, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky Blue Sky laws or regulations, including the costs of such jurisdictions as the Representatives may designate printing and mailing a preliminary and final "Blue Sky Survey" and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); and such counsel's disbursements in relation thereto, (iv) quotation of the Shares on the National Association of Securities Dealers Automated Quotation National Market System, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc., (vi) the cost of preparing stock certificates; printing certificates representing the Shares, (vii) the costs cost and charges of any transfer agent or registrar for the Shares and any registrar; (viii) all costs and expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAUnderwriters, including the related fees and expenses disbursements of counsel for the Underwriters, not in connection with matters related to exceed $35,000; (ix) all expenses incurred the Directed Shares which are designated by the Company in connection with any “road show” presentation for sale to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketDirected Share Purchasers.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian Wrapper” (including the related fees and expenses of counsel for the Underwriters not up to exceed a maximum of $5,00015,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not Underwriters up to exceed a maximum of $35,00030,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “road show” presentation to potential investors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and preparation and distribution of a “Canadian wrapper” for the Prospectus (including the related fees and expenses of counsel for the Underwriters Underwriters, which fees and expenses shall not to exceed $5,00010,000 in the aggregate); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares on Nasdaq. It is understood that, subject to this Section 11(a) and Section 11(b) below, the Nasdaq MarketUnderwriters will pay all of their costs and expenses, including fees and expenses of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Partnership will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Units and any taxes payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; , (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the CompanyPartnership’s counsel and independent accountants; , (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); , (viv) the cost of preparing stock certificates; , if any, representing the Units, (viivi) the costs and charges of any transfer agent and any registrar; , (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, Underwriters in an amount not to exceed $35,000; 10,000), (ixviii) all expenses incurred by the Company Partnership in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares Units on the Nasdaq MarketNYSE.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (not to exceed $[ ], including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including and the related fees approval of the Securities for book-entry transfer by DTC; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsnot to exceed $7,500); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors including the chartering of airplanes (provided thatfor the sake of clarity, (A) the Company and the Underwriters will shall each bear 50% of the costs associated with each leg of any journey by chartered aircraft used and (B) in connection with the Company and the Underwriters will each pay their own costs associated with hotel accommodationsroad show); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. It is further understood that each Selling Stockholder will pay all of their own costs and expenses, including the fees of their respective counsel and stock transfer taxes on the sale of their shares, except as provided in any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by the cost of preparing stock certificatesrating agencies for rating the Securities; (vii) the costs fees and charges expenses of the Trustee and the paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000Financial Industry Regulatory Authority; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Underlying Shares on the Nasdaq MarketExchange; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters Underwriters, not to exceed $5,00010,000); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters, Underwriters not to exceed $35,00040,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by both the Company and the Underwriters will each bear 50% Underwriters, and that all lodging, commercial airfare and individual expenses of the costs associated with any aircraft used and (B) Underwriters shall be the Company and responsibility of the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum, if any (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees Financial Industry Regulatory Authority; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; provided that, (A) the Company and except as provided in Sections 7 or 11(b), the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each shall pay their own costs associated with hotel accommodations); and (x) all expenses, including the costs and expenses and application fees related to the listing of the Shares on the Nasdaq Markettheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any stock transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including provided, however, that the related amounts payable by the Company for the fees and expenses disbursements of counsel for to the Underwriters, Underwriters pursuant to subsections (iv) and (vii) shall not to exceed $35,00040,000 in the aggregate; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however that the Company and the Underwriters will each bear shall only pay 50% of the costs associated with cost of any aircraft used and or other transportation chartered in connection therewith (B) the Company and remaining 50% of the Underwriters will each pay their own costs associated with hotel accommodationscost of such aircraft or other transportation paid by the Underwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except to the extent otherwise provided in this Section 11 or Section 7, the Underwriters will pay all of their costs and expenses, including fees and expenses of their counsel, stock transfer taxes payable on resale of any of the Shares held by them, and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any “road show,” as applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement becomes effective as to all of its provisions or is terminated, the Company will agrees to pay or cause to be paid (i) all costs, fees and expenses (other than legal fees and disbursements of counsel for the Underwriters and the expenses incurred by the Underwriters) incurred in connection with the performance of the Company’s obligations hereunder, including, without limiting the generality of the foregoing, all fees and expenses of legal counsel for the Company and of the Company’s independent accountants, all costs and expenses incident incurred in connection with the preparation, printing, filing and distribution of the Registration Statement, each Preliminary Prospectus and the Prospectus (including all documents incorporated by reference therein, exhibits and financial statements) and all amendments and supplements provided for herein and any costs associated with the electronic delivery of any of the foregoing by the Underwriters to investors, compliance with the rules and regulations of The Nasdaq Stock Market, with this Agreement, and the Pricing Agreement and, if applicable, the Blue Sky Memorandum, (ii) all costs, fees and expenses (including legal fees and disbursements of its counsel and up to $10,000 of such fees and expenses for counsel for the Underwriters) incurred in connection with clearance of the offering of the Shares with FINRA and, if the Common Stock ceases to be a “covered security” within the meaning of Section 18 of the 1933 Act, qualifying or registering all or any part of the Shares for offer and sale under blue sky laws; and (iii) all fees and expenses of the Company’s transfer agent, printing of the certificates for the Shares and all transfer taxes, if any, with respect to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the several Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not up to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors investors; (provided that, (Aix) the Company filing fees incident to and the Underwriters will each bear 50% reasonable fees and disbursements of counsel for the Representatives in connection with any required review by the Financial Industry Regulatory Authority, Inc. of the costs associated with any aircraft used and (B) terms of the Company and sale of the Underwriters will each pay their own costs associated with hotel accommodations)Shares; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and reasonable expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including provided that the related fees aggregate amount payable by the Company pursuant to clauses (iv) and expenses of counsel for the Underwriters, (vii) shall not to exceed $35,00035,000 (excluding filing fees); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatprovided, (A) however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with the road show by the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsUnderwriters); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of incurred by counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares and Warrant Shares on the Nasdaq MarketNYSE MKT; and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $50,000 in the aggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including provided, however, that the related amounts payable by the Company for the fees and expenses disbursements of counsel for to the Underwriters, Underwriters pursuant to subsections (iv) and (vii) shall not to exceed $35,00030,000 in the aggregate; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors investors; (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange; and (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is further understood, however, that except as provided in this Section and Section 7 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any road show, as applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential investors investors; provided that notwithstanding clause (provided thatx) above, (A) the Company and the Underwriters will each bear 50% shall pay one-half of the costs lease expenses associated with any aircraft airplane which is used and (B) for the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing purposes of the Shares on the Nasdaq Marketsuch “road show” presentations.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters; provided, that such fees and expenses shall not to exceed $35,00010,000 in the aggregate); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) other than as set forth in the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsnext sentence); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. The Underwriters shall pay all of their own costs and expenses, including fees of their counsel, travel and lodging expenses of their representatives and 50% of the costs of any aircraft chartered in connection with any “road show.”

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, provided that the amount payable by the Company with respect to such fees and expenses of counsel pursuant to this clause (vii) shall not to exceed $35,00025,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Each of the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including Initial Guarantors, jointly and severally, agrees to pay all exhibitscosts, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with (i) the registration preparation of the Preliminary Offering Memorandum, the Pricing Supplement, the Final Offering Memorandum and any Company Additional Written Communications, and the printing and furnishing of copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (ii) the issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities to the Initial Purchasers, (iii) the producing, word processing and/or printing of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, the Securities and the Exchange Securities, as well as any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (iv) the qualification of the Securities for offering and sale under state or foreign laws and the determination of their eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum law (including the related legal fees and expenses filing fees and other disbursements of counsel for the Underwriters not Initial Purchasers) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to exceed $5,000); the Initial Purchasers, (v) the performance of their obligations under the Registration Rights Agreement, (vi) the cost fees and disbursements of preparing stock certificates; the Trustee, (vii) the costs and charges approval of any transfer agent and any registrar; the Securities by DTC for “book-entry” transfer, (viii) all the rating of the Securities or the Exchange Securities, (ix) the costs and expenses and application fees incurred of the Company relating to presentations or meetings undertaken in connection with any filing with, and clearance the marketing of the offering byand sale of the Securities to prospective investors and the Initial Purchasers’ sales forces, FINRAincluding, including without limitation, out of pocket expenses associated with the related fees production of road show slides and expenses of counsel for the Underwritersgraphics, not to exceed $35,000; (ix) all travel, lodging and other expenses incurred by the Company officers of the Company, and the cost of any aircraft chartered in connection with any “the road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing performance of the Shares on the Nasdaq MarketCompany’s other obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) other than as set forth in the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodationsnext sentence); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq NASDAQ Market. The Underwriters shall pay all of their own costs and expenses, including fees of their counsel, travel and lodging expenses of their representatives and 50% of the costs of any aircraft chartered in connection with any “road show.”

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this AgreementAgreement and the closing documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRAthe National Association of Securities Dealers, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)Inc.; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange; provided, however, that, except as provided in Section 9 or Section 13(b), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,00030,000 without the prior written consent of the Company when taken together with the amount incurred in connection with clause (vii) below); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, in an amount not to exceed $35,00030,000 (exclusive of filing fees) without the prior written consent of the Company when taken together with the amount incurred in connection with clause (iv) above; (ixviii) all documented expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not up to exceed an aggregate amount of $5,00010,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors, except that (A) the Company, on the one hand, and the Underwriters, on the other hand, will share equally the cost of any aircraft chartered for both the Company and the Underwriters will each bear 50% of in connection with the costs associated with any aircraft used “road show” and (B) the Company lodging and incidental expenses of employees of the Underwriters will each pay their own costs associated with hotel accommodations); shall be the responsibility of the Underwriters and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange. Except as explicitly provided in this Section 11(a), Section 11(b) and Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and other advisors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; provided that, (A) the Company and the Underwriters will each bear 50% of the that any expenses or costs associated with any aircraft chartered plane used and (B) in connection with any road show or any testing-the-waters meetings shall be paid 50% by the Company and 50% by the Underwriters will each pay their own costs associated with hotel accommodations)Underwriters; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange; provided, however, that the amount payable by the Company pursuant to clauses (iv) and (vii) of this Section 11(a) shall not exceed $35,000 in the aggregate for fees and expenses of counsel to the Underwriters; and (xi) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is, however, understood that except as provided in this Section 11 or Section 7 hereof, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make.

Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunderunder this Agreement, including without limitation, but not limited to (i) the costs incident to the authorizationcost of obtaining all securities and bank regulatory approvals, issuanceincluding any required FINRA filing fees, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, cost of printing and filing under distributing the Securities Act of the Registration StatementOffering materials, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing Blue Sky qualification (including fees and distributing this Agreement; expenses of Blue Sky counsel) of the Securities in the various states, (iv) the fees and expenses incurred in connection with obtaining the listing of the Securities on the Nasdaq Stock Market, (v) all fees and disbursements of the Company’s counsel counsel, accountants and independent accountants; (v) the reasonable fees other advisors, and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of preparing stock certificatesthe Company or the Bank, the Bank will reimburse the Agent for such fees and expenses whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to this section without prior approval of the Bank, which approval will not be unreasonably withheld. The Company and the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (viii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application filing fees paid or incurred by the Agent in connection with any filing withall filings with FINRA, (ii) all reasonable documented out-of-pocket expenses up to $100,000 incurred by the Agent in connection with its services as marketing agent as described above including, without limitation, legal fees and expenses, travel, meals, lodging, postage, syndication and documentation expenses, and clearance (iii) reasonable out-of-pocket expenses up to $40,000 as records management agent (including up to $10,000 as records management agent for out-of-pocket expenses related to COVID-19); provided, however, that the Agent shall, upon request, document such expenses to the reasonable satisfaction of the offering by, FINRA, including Company and the related Bank. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of counsel for this Section 4 shall be due and payable upon receipt by the Underwriters, not to exceed $35,000; (ix) all Company or the Bank of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketAgent.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Issuers and MPT jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the CompanyIssuers’ and MPT’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) any fees charged by rating agencies for rating the cost of preparing stock certificatesSecurities; (vii) the costs fees and charges expenses of the Trustee and any paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the all related fees and expenses of counsel for the Underwriters, not to exceed $35,000); (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by Clearstream and Euroclear; (x) all expenses, costs and listing fees incurred in connection with the application for listing and admittance of the Securities to the Official List of Euronext Dublin and trading of the Securities on its Global Exchange Market and (xi) all expenses incurred by the Company Issuers in connection with any “road show” Road Show presentation to potential investors (provided thatinvestors. For the avoidance of doubt, (A) the Company expenses and fees of experts, consultants and other advisors engaged by the Underwriters will each bear 50% in connection with the transactions contemplated by this Agreement shall be the responsibility of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations); and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connectionconnection (other than, for the avoidance of doubt, taxes incident to the resale of the Shares by the Underwriters); (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $5,00010,000); (viv) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related reasonable fees and expenses of counsel for the Underwriters, Underwriters related to such filings) in an aggregate amount not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” show presentation to potential investors (provided thatinvestors, (A) the Company and provided, however, that the Underwriters will each bear 50% pay all of the costs associated travel and lodging expenses of the Underwriters or any of their employees as incurred by them in connection with any aircraft used the road show, and (B) provided, further that the Company and the Underwriters will each pay their own costs associated 50% of the cost of any aircraft chartered in connection with hotel accommodations); any road show and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Units under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of incurred by counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares and Warrant Shares on the Nasdaq Capital Market; and (xi) the out-of-pocket costs and expenses (including the fees and expenses of counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $100,000 in the aggregate.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Shares to the Underwriters Underwriter and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Pricing Disclosure Package amendments, supplements and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofexhibits thereto or any document incorporated by reference therein; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (vd) the reasonable and documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the registration or qualification fees and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum expenses (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000)Underwriter) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viiig) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000registrar and transfer agent of the Shares; (ixh) all other costs and expenses of the Company incident to the Offering of the Shares by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company's counsel, and the Company's independent accountants and the travel and other reasonable expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations”); and (xi) all other costs and expenses and application fees related of the Underwriter incident to the listing performance of its obligations under this Agreement (including, without limitation, the fees and expenses of the Shares on Underwriter's counsel); provided, however, that the Nasdaq Marketaggregate costs and expenses payable by the Company under this clause (i) shall not exceed $30,000.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) any fees charged by the cost of preparing stock certificatesrating agencies for rating the Securities; (vii) the costs fees and charges expenses of the Trustee and the paying agent (including related fees and expenses of any transfer agent and any registrarcounsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees Financial Industry Regulatory Authority; and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; provided, however, that except as provided thatin Section 7 or this Section 11, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each shall pay their own costs associated and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with hotel accommodations); and (xrespect to any road show presentation) all expenses and application fees related to the listing of the Shares on the Nasdaq Marketconnected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters); provided, that the amount of such fees and disbursements of counsel for the Underwriters to be paid by the Company shall not to exceed $35,0002,500 in the aggregate; (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided thatinvestors, (A) except that the Company and the Underwriters will each bear 50% cost of the costs associated with any aircraft used and (B) or other transportation chartered in connection therewith shall be split 50:50 with the Company and the Underwriters will each pay their own costs associated with hotel accommodations)Underwriters; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Capital Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses of the Company incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including the related fees and expenses of counsel for the Underwriters, not to exceed $35,000; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except as provided in this Section 11 and Section 7 hereof, the several Underwriters shall pay all of their own costs and expenses, including the fees of their counsel, and any advertising expenses connected with any offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (viv) the cost of preparing stock certificates; (viivi) the costs and charges of any transfer agent and any registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, FINRA (including the related fees and expenses of counsel for the Underwriters, not Underwriters relating to exceed $35,000such review); (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (investors; provided that, (A) the Company and the Underwriters will each bear 50% of the that any expenses or costs associated with any aircraft chartered plane used and (B) in connection with any road show shall be paid 50% by the Company and 50% by the Underwriters will each pay their own costs associated with hotel accommodations); and (xix) all expenses and application fees related to the listing of the Shares on the Nasdaq MarketExchange; provided, however, that the amount payable by the Company pursuant to clauses (iv) and (vii) of this Section 13(a) for fees and expenses of counsel to the Underwriters shall not exceed $30,000 in the aggregate. It is, however, understood that except as provided in this Section 13 or Section 9 hereof, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares to the Underwriters Securities and any stamp, issue or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreementeach of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters not to exceed $5,000Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, including FINRA and the related fees and expenses approval of counsel the Securities for the Underwriters, not to exceed $35,000book-entry transfer by DTC; (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that, (A) the Company and the Underwriters will each bear 50% of the costs associated with any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations)investors; and (x) all expenses and application fees related to the listing of the Shares Underlying Securities on the Nasdaq MarketExchange.