Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company will pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.

Payment of Expenses. The Except as is expressly provided to the contrary in Section 10 of this Agreement, the Company hereby agrees that it will pay all costs fees and expenses incident to the performance of its obligations under this AgreementAgreement (excluding fees and expenses of counsel for you, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofexcept as specifically set forth below), including all costs and expenses incident to (ia) the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement (including financial statements and exhibits), as originally filed with respect to the Capital Securities and any amendment theretoas amended, any Rule 462(b) Registration Statement, and the Prospectus and any amendment amendments or supplement supplements thereto, and the cost of furnishing copies thereof to you, (b) the preparation, printing, and distribution of this Agreement Agreement, the certificates representing the Securities, any Blue Sky Memoranda, and any blue sky memorandainstruments relating to any of the foregoing, (iic) all arrangements relating to the issuance and delivery to the Underwriters of copies of the foregoing documentsUnits, including any transfer taxes payable thereon, (iiid) the fees and disbursements of the counsel, the accountants Company’s counsel and any other experts or advisors retained by the Companyaccountants, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (ve) the qualification of the Capital Securities Units under state applicable securities laws in accordance with Section 5(a)(vi) of this Agreement and blue sky lawsany filing fee paid in connection with the review of the Offering by FINRA, including filing fees and fees and disbursements of made in connection therewith and in connection with any Blue Sky Memoranda supplied to you by counsel for the Underwriters relating theretoCompany, (vif) the filing fees of the Commission and the National Association of Securities Dealersall costs, Inc. relating to the Capital Securitiesfees, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If application for qualifying the Units, Shares and Warrants for quotation on the NASDAQ Capital Market, (g) the transfer agent’s and registrar’s fees, if any, and all miscellaneous expenses referred to in the Registration Statement, (h) costs related to travel and lodging incurred by the Company and its representatives relating to meetings with and presentations to prospective purchasers of the Units reasonably determined by you to be necessary or desirable to effect the sale of the Capital Securities Units to the public, (i) any escrow arrangements in connection with the transactions described herein, including any compensation or reimbursement to the Escrow Agent for its services as such, and (j) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for herein is in this Section 6. In addition, on the Closing Date, the Company will pay International Assets Advisory, LLC an accountable expense allowance not consummated because to exceed one percent (1.0%) of the public offering price of the Units sold in the Offering, less any condition advances on such accountable expense allowance previously paid by the Company to you. Notwithstanding any other provision of this Agreement to the obligations contrary, the expense allowance shall not exceed the amount of accountable expenses actually incurred. If the Underwriters advances previously paid by the Company to you exceed the amount of accountable expenses actually incurred by you, the excess amount will be returned to the Company. Except as otherwise set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because 10 of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement, no selling commissions will be paid to you and none of your expenses will be reimbursed in the event that the Offering does not close.

Payment of Expenses. The Company will pay (directly or by reimbursement) all costs, fees and expenses incurred in connection with the performance of its obligations under this Agreement and in connection with the transactions contemplated hereby, including but not limited to (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 Common 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 15 of the Company's counsel and the Company's independent public accountants; (vii) all costs and expenses incurred in connection with the preparation, printing filing, shipping and distribution of the Registration Statement, each Pre-Effective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, the "Agreement Among Underwriters" between the Representatives and the other Underwriters, the Underwriters' Questionnaire, 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 and determination of its eligibility for investment 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 under hereunder which are not otherwise specifically provided for in this AgreementSection 5. In addition, whether at the First Closing Date or not the Option Closing Date, as the case may be, the Underwriter will deduct from the payment for the Firm Stock or any Option Stock purchased, two percent (2%) of the gross proceeds of the Offering as payment for the Underwriter's non-accountable expense allowance relating to the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereby, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) which amount will include the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees Credit Research & Trading LLC's services in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementcontemplated hereby.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, each of the Company will and the Manager hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documentshereunder, including the Operative Documentsfollowing: (a) all expenses in connection with the preparation, with respect to printing and filing of the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any document incorporated by reference in the Preliminary Prospectus or the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (c) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) in connection with the Offering; (d) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 5(a)(vi), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (vie) the filing fees of the Commission incident to, and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (f) all fees and expenses in connection with listing the Operative Document. If Shares on the sale NYSE; (g) all travel expenses of the Capital Securities provided for herein is not consummated because Company’s and the Manager’s officers and employees and any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part other expense of the Company or the Manager incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (h) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; and (i) the preparation, printing and distribution of one or more versions of the Pricing Disclosure Package and the Prospectus for distribution in Canada, often in the form of a Canadian “wrapper” (including reasonable fees and expenses of Canadian counsel to perform all obligations the Underwriters). Each of the Company and satisfy all conditions on its part the Manager also will pay or cause to be performed paid: (a) the cost of preparing stock certificates, if any, representing the Shares; (b) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (c) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 7. It is understood, however, that except as provided in Sections 9, 10 and 13 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the FINRA of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability connection with listing the Shares on the part NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and satisfy all conditions on its part (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be performed paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in Sections 8, 9 and 12 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Company will pay all costs and expenses incident relating to the performance following matters: (i) any registration or qualification of its obligations the Offered Securities for offer and sale under this Agreement, whether the securities or not blue sky laws of the transactions contemplated herein are consummated or this Agreement is terminated several states and any other jurisdictions specified pursuant to Section 9 6(g) hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification (up to a maximum amount, when taken together with the fees and disbursements of counsel for the Underwriters relating theretoincurred in connection with clause (ii) of this Section 6(i), of $20,000); (viii) any filings required to be made with FINRA of the Offered Securities, including filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of counsel for the Operative DocumentsUnderwriters relating to such filings (up to a maximum amount, including when taken together with the fees and disbursements of counsel for such trustees the Underwriters incurred in connection with clause (i) of this Section 6(i), of $20,000), (iii) costs and expenses relating to investor presentations or any “road show” in connection with the Operative Document. If the offering and sale of the Capital Offered Securities provided for herein is not consummated because including, without limitation, any condition to the obligations travel expenses of the Underwriters set forth in Section 5 hereof is not satisfiedCompany’s officers and employees and any other expenses of the Company, because this Agreement is terminated pursuant including fifty percent (50%) of the costs chartering of airplanes (the remaining fifty percent (50%) of the cost of such aircraft to Section 9 hereof or because of any failurebe paid by the Underwriters), refusal or inability (iv) expenses incident to listing the Offered Securities on the part of the Company to perform all obligations NASDAQ Stock Market and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwritersexchanges, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it expenses in connection with the proposed purchase and sale registration of the Capital SecuritiesOffered Securities under the Exchange Act, (v) the reasonable fees and disbursements of counsel for the Selling Securityholder as required by applicable agreements with the Selling Securityholder and (vi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company Notwithstanding the foregoing, except as specifically provided in this paragraph (i) and in Section 12 hereof, the Underwriters shall not pay their own costs and expenses in any event be liable to any connection with presentations for prospective purchasers of the Offered Securities including the transportation and other expenses incurred by or on behalf of the Underwriters for in connection with presentations to prospective purchasers of the loss Offered Securities, including any “roadshow” (and including one half of anticipated profits from the transactions covered by this Agreementcost of all aircraft used in connection with any “roadshow”).

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement and the Forward Sale Agreements are consummated or this Agreement and the Forward Sale Agreements are terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to without limitation: (i) the printing or other production of documents, including the Operative Documents, with respect costs incident to the transactionsauthorization, including any costs issuance, sale, preparation and delivery of printing the Registration Statement originally filed with respect Offered Shares and the Shares issuable pursuant to the Capital Securities Forward Sale Agreements and any amendment theretotaxes payable in that connection; (ii) the costs incident to the preparation, any Rule 462(b) printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and any amendment or supplement supplements thereto, this Agreement ) and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, distribution thereof; (iii) the fees costs of reproducing and disbursements of distributing this Agreement and the counsel, the accountants and any other experts or advisors retained by the Company, Forward Sale Agreements; (iv) preparation, issuance the fees and delivery to expenses of the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's Company’s counsel and registrar's fees, independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Capital Securities Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements under state securities the laws of such jurisdictions as the Representatives may designate and blue sky lawsthe preparation, printing and distribution of a Blue Sky Memorandum (including filing the related reasonable and documented out-of-pocket fees and fees and disbursements expenses of counsel for the Underwriters relating theretoUnderwriters, the Forward Purchasers and the Forward Sellers in an aggregate amount not to exceed $10,000); (vi) the filing fees and expenses incurred in connection with the listing of the Commission Offered Shares and the National Association of Securities Dealers, Inc. relating Shares issuable pursuant to the Capital Securities, and Forward Sale Agreements on the NYSE; (vii) the fees and expenses of any trustee appointed under any of transfer agent or registrar for the Operative Documents, Shares (including the related fees and disbursements expenses of any counsel for to such trustees parties); (viii) all expenses and application fees incurred in connection with the Operative Document. If the sale any filing with, and clearance of the Capital Securities provided for herein is not consummated because any condition to offering by, the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable “road show” presentation to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementpotential investors.

Payment of Expenses. The Company will covenants and agrees with the several Underwriters that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and independent registered public accounting firm in connection with the registration of the Common Shares under the Securities Act; (ii) all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus, and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents so long as such documents have been approved by the Company in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all expenses in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of the counsel to the Underwriters, in connection with such qualification and in connection with any Blue Sky and legal investment surveys; (v) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares; (vi) the cost of preparing the certificates for the Common Shares; (vii) the reasonable fees and expenses of any transfer agent or registrar or dividend disbursing agent; (viii) any taxes payable in connection with the issuance, sale and delivery of the Designated Shares to the Underwriters; (ix) all fees imposed by any stock exchange related to the filing or registration of the Designated Shares; and (x) all other costs and expenses incident to the performance of its obligations hereunder and under this any Pricing Agreement, whether or which are not the transactions contemplated herein are consummated or otherwise specifically provided for in this Agreement Section. It is terminated pursuant to understood, however, that, except as otherwise specifically provided in this Section 7 and Sections 9 and 14 hereof, including the Underwriters shall pay all of their own costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsexpenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition counsel to the obligations Underwriters, transfer taxes on resale of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersDesignated Shares by them, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by it in connection connected with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documentsCompany's counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering and the fees and expenses (including fees and expenses of counsel) of the Company, the Trustee and the costs and charges of any registrar and paying agent under the Indenture; (iii) the fees and disbursements cost of the counselproducing this Agreement, the accountants Indenture and any agreement among Underwriters, blue sky survey, closing documents and other experts instruments, agreements or advisors retained by documents (including any compilations thereof) in connection with the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital terms of the Offering; (vi) all fees and expenses in connection with any rating of the Securities, listing of the Underlying Shares issuable upon conversion of the Securities on the Nasdaq National Market; and (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company also will pay or cause to be paid: (x) the cost of preparing certificates representing the Securities; (y) the cost and charges of any transfer agent or registrar for the Securities; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because any condition understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The Company will pay all costs and expenses incident to the performance of its obligations under this Agreement, whether (a) Whether or not the transactions contemplated herein by this Agreement are consummated or this Agreement is terminated pursuant terminated, the Xxxxxxxx Parties, jointly and severally, will pay or cause to Section 9 hereofbe paid all costs, including all costs expenses and expenses incident to fees in connection with (i) the printing or other production registration, issuance, sale, preparation and delivery of documentsthe Units and any taxes payable upon the issuance, including sale and delivery of the Operative Documents, with respect Units to the transactionsUnderwriters; (ii) the preparation, including any costs printing and filing under the Securities Act of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and any amendment or supplement supplements thereto, this Agreement ) and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters furnishing of copies of each thereof to the foregoing documents, Underwriters; (iii) the fees reproducing and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, delivering this Agreement; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any the Partnership’s counsel and independent accountants; (v) the registration or qualification of the Operative DocumentsUnits 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 any blue sky memorandum to the Underwriters (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any transfer agent and any registrar of the Units; (vii) any filing with, and clearance of the offering by, FINRA; (viii) any listing of the Units on any securities exchange or qualification of the Units for quotation on the NYSE and any registration thereof under the Exchange Act; (ix) all expenses incurred by the Xxxxxxxx Parties relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Xxxxxxxx Entities and any such consultants, and the cost of any aircraft chartered by the Xxxxxxxx Entities in connection with the road show; (x) qualifying the Units for inclusion in the book-entry settlement system of the DTC; (xi) the preparation and filing of the Exchange Act Registration Statement, including any amendments thereto; and (xii) all of the fees and disbursements of counsel for such trustees incurred by the Underwriters in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of Directed Unit Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementDirected Unit Program.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to those in connection with (i) the printing or other production of documentspreparing, including the Operative Documentsprinting, with respect to the transactionsduplicating, including any costs of printing filing and distributing the Registration Statement Statements, as originally filed with respect to the Capital Securities and any amendment all amendments thereof (including all exhibits thereto), any Rule 462(b) Registration StatementPreliminary Prospectus, and the Prospectus and any amendment amendments or supplement theretosupplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents (including this Agreement, the Agreement Among Underwriters and any blue sky memorandathe 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) all arrangements relating the issuance, transfer and delivery of the Shares to the delivery to the Underwriters of copies of the foregoing documentsUnderwriters, including any transfer or other taxes payable thereon, (iii) the fees and disbursements qualification of the Shares under state or foreign securities or Blue Sky laws, including the costs of printing and mailing a preliminary and final "Blue Sky Memorandum" and the fees of counsel in connection therewith and such counsel, the accountants and any other experts or advisors retained by the Company's disbursements in relation thereto, (iv) preparation, issuance and delivery to listing the Underwriters of any certificates evidencing Shares on the Capital Securities, including transfer agent's and registrar's feesNYSE, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to (the Capital Securities"NASD"), (vi) the cost of printing certificates representing the Shares and (vii) the fees cost and expenses charges of any trustee appointed under any of the Operative Documentstransfer agent or registrar; provided, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities however, except as provided for herein is not consummated because any condition in Section 11, that the Company shall have no obligation to the obligations of reimburse the Underwriters set forth in Section 5 hereof is not satisfiedfor (a) fees, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations disbursements and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses of counsel for the Underwriters or the Underwriters other than pursuant to clause (including counsel fees and disbursementsiii) that shall have been incurred by it above or (b) expenses in connection with the proposed purchase and sale offering that are customarily borne by the underwriters in public offerings of the Capital Securities. The Company shall not in any event be liable to any securities of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementreal estate investment trusts.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares on the Nasdaq Global Market; (vi) the costs and expenses of the Company relating to investor presentations on any Road Show undertaken in connection with the Operative Document. If the sale marketing of the Capital Securities provided for herein is not consummated because Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any condition consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering and (viii) the fees and expenses incident to the performance of the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses Representatives (including counsel reasonable and documented fees and disbursements) that shall have been incurred by it expenses of Underwriters’ Counsel); in connection with an amount not to exceed $75,000 in the proposed purchase and sale of the Capital Securitiesaggregate. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares; and (z) all other costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Notes under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance the cost of producing the Indenture and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, Notes; (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of the Trustee and any trustee appointed under paying agent (including the fees and disbursements of any counsel to such parties); (vi) any fees charged by rating agencies for the rating of the Operative DocumentsNotes; (vii) all expenses in connection with the qualification of the Notes for offering and sale under state or foreign securities or blue sky laws as provided in Section 5(a)(v) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with any blue sky survey; (viii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering; (ix) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with the Operative Document. If attending or hosting meetings with prospective purchasers of the Notes; and (x) any transfer taxes incurred in connection with the sale of the Capital Securities Notes under this Agreement. The Company also will pay or cause to be paid: (x) the cost of preparing the Global Note in registered form in respect of the Notes; and (y) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is not consummated because any condition to the obligations of understood, however, that except as provided in this Section, and Sections 8, 9 and 12 hereof, the Underwriters set forth in Section 5 hereof is not satisfiedwill pay all of their own costs and expenses, because this Agreement is terminated pursuant to Section 9 hereof or because including the fees of any failure, refusal or inability their counsel and transfer taxes on the part resale of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Notes by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement, the Registration Statement, the ADS Registration Statement and the Pricing Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not and the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofobligations of the Selling Shareholders hereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the ADS Registration Statement, the 8-A Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company’s counsel and accountants in connection with the registration of the Shares and the ADSs under the Securities Act and the Offering; (iii) the fees and disbursements cost of the counselproducing this Agreement, the accountants Deposit Agreement and any agreement among Underwriters, blue sky survey, closing documents and other experts instruments, agreements or advisors retained by documents (including any compilations thereof) in connection with the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares and the ADSs for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 5(a)(vii) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability connection with listing the ADSs on the part Nasdaq Global Market; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) all costs and expenses related to perform all obligations the transfer and satisfy all conditions on its part delivery of the Shares, in the form of Ordinary Shares or ADSs, to the Underwriters, including any transfer or other taxes payable thereon; and (ix) the fees of the Custodian and other fees and expenses related to the offering of the Shares by the Selling Shareholders. The Company also will pay or cause to be performed paid: (x) the cost of preparing certificates representing the Shares; (y) the cost and charges of any transfer agent, registrar or satisfied depositary for the Shares and ADSs; and (z) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 7. It is understood, however, that except as provided in Sections 9, 10 and 14 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 5(a)(v) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with the Operative Document. If attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with the sale of the Capital Securities Shares under this Agreement; and (ix) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Shareholders. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is not consummated because any condition to the obligations of understood, however, that except as provided in this Section, and Sections 8, 9 and 13 hereof, the Underwriters set forth in Section 5 hereof is not satisfiedwill pay all of their own costs and expenses, because this Agreement is terminated pursuant to Section 9 hereof or because including the fees of any failure, refusal or inability their counsel and stock transfer taxes on the part resale of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by them. The Selling Shareholders will pay all fees and expenses related to the offering of the Shares to be sold by them, including (i) the fees and disbursements of their counsel, if any, and (ii) any applicable stock transfer, stamp duties or other taxes related to the sale of their Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company will reimburse and the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters Selling Shareholders may make for the loss sharing or allocation of anticipated profits from the transactions covered by this Agreementsuch costs and expenses.

Payment of Expenses. (a) The Company will Transaction Entities jointly and severally agree to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto, in each case, be reasonably requested for use in connection with the offering and sale of the Shares, and the mailing and delivering of copies thereof to the Sales Agents; (ii) costs incident to the preparation, and delivery of this Agreement or any Terms Agreement, any Blue Sky (including 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 Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment 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 Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Shares; (v) all fees and expenses in connection with listing the Shares on the Exchange; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the fees and disbursements of the Company’s counsel and accountants; and (ix) all other costs and expenses incident to the performance of its obligations under hereunder which are not otherwise specifically provided for in this AgreementSection. It is understood, whether or not the transactions contemplated herein are consummated or however, that, except as provided in this Agreement is terminated pursuant to Section, Section 7 and Section 9 hereof, including the Agent will pay all of its own costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsexpenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale its counsel, transfer taxes on resale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by it, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by connected with any offers it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementmay make.

Payment of Expenses. The In addition to the payment of the expenses contemplated by the last sentence of Section 3(c), the Company will pay all costs and expenses incident incidental to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofIndenture and the Notes, including all costs and expenses incident to (i) the printing or other production fees and expenses of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities Trustee and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, its professional advisers; (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements expenses of the counselCompany's accountants and professional advisors; (iii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes; (iv) all expenses in connection with the preparation, printing and delivery of the Registration Statement, this Agreement, the accountants Indenture, the Prospectus and amendments and supplements thereto and any other experts or advisors retained by document relating to the Companyissuance, (iv) preparationoffer, issuance sale and delivery to of the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, Notes; (v) the qualification of the Capital Securities under state securities and blue sky laws, any expenses (including filing fees and fees and disbursements of counsel counsel) incurred in connection with qualification of the Notes for sale under the Underwriters laws of such United States jurisdictions as the Representatives designate and the printing of memoranda relating thereto, ; (vi) the filing fees incident to, and the fees and expenses of counsel for the Commission Underwriters in connection with, if any, the review and approval by the National Association of Securities Dealers, Inc. relating to (the Capital Securities, "NASD") of the Underwriters' participation in the offering and distribution of the Notes; (vii) any fees charged by investment rating agencies for the fees rating of the Notes; and (viii) expenses incurred in distributing any preliminary prospectus, the Prospectus and any amendments and supplements thereto to the Underwriters. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company's officers and employees and any trustee appointed under any other expenses of the Operative Documents, including Underwriters and the fees and disbursements of counsel for such trustees Company in connection with the Operative Document. If the sale attending or hosting meetings with prospective purchasers of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of Notes from the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability connection with listing the Shares on the part Exchange; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and satisfy all conditions on its part (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be performed paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 5. It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing each of this Agreement and any agreement among underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsif required, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (vi) all fees and expenses in connection with the Operative Document. If preparation and filing of the Registration Statement on Form 8-A relating to the Shares and all fees and expenses in connection with listing the Shares on the New York Stock Exchange; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (ix) the costs and expenses (including without limitation any damages) associated with the reforming of any contracts for sale of the Capital Securities Shares made by the Underwriters caused by a breach of the representation contained in Section 1(d) hereof. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates, if any, representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance by the Company of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is not consummated because understood, however, that except as provided in this Section, and Sections 8, 9 and 11 hereof, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel and transfer taxes on resale of any condition of the Shares by such Underwriter. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 7 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The [Whether or not the transactions contemplated in 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 under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Ordinary Shares and the ADSs under the Act and all other fees or other production expenses in connection with the preparation and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus, the Final Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the Prospectus mailing and any amendment or supplement theretodelivering of copies thereof to the Underwriters and dealers, this Agreement and any blue sky memorandain the quantities hereinabove specified, (ii) all arrangements relating costs and expenses related to the transfer and delivery of the Offered Shares and the ADSs to the Underwriters of copies of the foregoing documentsUnderwriters, including any transfer or other taxes payable thereon, (iii) the fees cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and disbursements sale of the counsel, Offered Shares or the accountants ADSs under state securities laws and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Offered Shares and the ADSs for offer and sale under state securities and blue sky lawslaws as provided in subsection (vi) of this Section, including filing fees and fees, reasonable fees and disbursements of counsel for the Underwriters relating theretoin connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees in connection with the review and qualification of the offering of the Shares by FINRA, (v) all costs and expenses incident to listing the ADSs on NASDAQ, (vi) the filing fees cost of preparing and printing certificates representing the Commission and Offered Shares or the National Association of Securities DealersADSs, Inc. relating to the Capital Securities, and (vii) the fees costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees “road show” undertaken in connection with the Operative Document. If the sale marketing of the Capital Securities provided for herein is not consummated because any condition to the obligations offering of the Underwriters set forth in Section 5 hereof is not satisfiedADSs, because this Agreement is terminated pursuant to Section 9 hereof or because of any failureincluding, refusal or inability on the part without limitation, travel, meals and lodging expenses of the Company to perform all obligations representatives and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any officers of the UnderwritersCompany, provided that the Company will reimburse the Representative upon demand for Underwriters shall bear (ix) all reasonable out-of-pocket expenses incurred by them relating to the road show, (including counsel x) fees and disbursements) that shall have been disbursements of counsel to the Underwriters, including fees and disbursements incurred by it in connection with the proposed purchase review and sale qualification of the Capital Securities. The Company shall not in any event be liable to any offering of the Underwriters Shares by FINRA, (xi) the document production charges and expenses associated with printing this Agreement and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for the loss of anticipated profits from the transactions covered by which provision is not otherwise made in this Agreement.Section.]1

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will and the Guarantors, jointly and severally, hereby agree to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany and the Guarantors hereunder, including all costs and expenses incident to the following: (i) the fees, disbursements and expenses of the Company’s and the Guarantors’ counsel and accountants in connection with the registration of the Notes under the Securities Act and all other expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement amendments and any blue sky memoranda, supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of producing the Blue Sky Memoranda, all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) expenses in connection with the qualification of the Capital Securities Notes for offering and sale under state securities and blue sky lawsor Blue Sky laws as provided in Section 4(a)(v) hereof, including filing fees and (A) the fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification and in connection with the Blue Sky survey and (B) the fees required to be paid in connection with all applicable securities regulatory filing requirements (whether required pursuant to the securities laws of the United States or otherwise) in connection with the Offering; (iii) all fees and expenses in connection with the inclusion of the Notes in the book-entry system of DTC; (iv) all travel expenses of the Company’s and Guarantors’ officers and employees and any other expense of the Company or the Guarantors incurred in connection with attending or hosting meetings with prospective purchasers of the Notes; (v) fees paid to rating agencies in connection with the Notes; (vi) all expenses and application fees related to the filing fees listing of the Commission and the National Association of Securities DealersNotes, Inc. relating to the Capital Securities, if applicable and (vii) the filing fees incident to, and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees the Underwriters in connection with with, securing any required review by the Operative Document. If Financial Industry Regulatory Authority, Inc., of the terms of the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital SecuritiesNotes. The Company shall not in any event also will pay or cause to be liable to any paid: (i) the cost of the Underwriters preparing certificates for the loss Notes; (ii) the cost and charges of anticipated profits from any transfer agent or registrar; and (iii) all other costs and expenses incident to the transactions covered by performance of its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 5.

Payment of Expenses. The Company Corporation covenants and agrees with the several Underwriters that the Corporation will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Corporation's counsel and accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky 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 Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and Legal In vestment Surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; (viii) the fees and expenses in connection with any listing of the Designated Securities and registration of the Designated Securities under the 1934 Act; and (ix) all other costs and expenses incident to the performance of its obligations under hereunder which are not otherwise specifically provided for in this AgreementSection. It is understood, whether or not the transactions contemplated herein are consummated or however, that, except as provided in this Agreement is terminated pursuant to Section 9 Section, and Sections 7 and 10 hereof, including the Underwriters will pay all of their own costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsexpenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale their counsel, transfer taxes upon resale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersSecurities by them, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by it in connection connected with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Company and each of the Selling Shareholders covenant and agree with the several Underwriters that (a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement Among Underwriters, this Agreement, the Blue Sky survey (if any) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) the cost of copying or distributing the Blue Sky memorandum (if any), closing documents (including any compilations thereof) and any other documents (such as underwriters’ questionnaires) in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(a)(ii) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the cost of preparing stock certificates; (vii) the costs or expenses of any transfer agent or registrar; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and the pro rata cost of any aircraft chartered in connection with the road show; (ix) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the first paragraph of Section 1(d); and (x) all other costs and expenses incident to the performance of its obligations under hereunder which are not otherwise specifically provided for in this Agreement, whether Section; and (b) such Selling Shareholder will pay or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant cause to Section 9 hereof, including be paid all costs and expenses incident to the performance of such Selling Shareholder’s obligations hereunder that are not otherwise specifically provided for in this Section, including (i) the printing or other production any fees and expenses of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statementcounsel for such Selling Shareholders, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Shareholder to the Underwriters of copies of the foregoing documentshereunder. It is understood, (iii) the fees however, that except as provided in this Section, and disbursements of the counselSections 8 and 11 hereof, the accountants Underwriters will pay all of their own costs and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsexpenses, including the fees of their counsel, and disbursements stock transfer taxes on resale of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by them, and any advertising expenses connected with any offers they may make. It is further understood that, notwithstanding the foregoing, nothing herein shall affect any agreement that the Company will reimburse and the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters Selling Shareholders may make for the loss sharing or allocation of anticipated profits from the transactions covered by this Agreementsuch costs or expenses.

Payment of Expenses. The Company covenants and agrees with each Agent that the Company will pay or cause to be paid the following: (i) the fees and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any Pricing Supplement and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the fees and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and the continuing advice and services of such counsel in connection with the transactions contemplated hereunder; (iii) the cost of printing, preparing by word processor or reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the cost of preparing the Securities; (viii) the fees and expenses of any Trustee and any agent of any Trustee and any transfer or paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with any Indenture and the Securities; (ix) the out-of-pocket expenses of the Agents incurred in connection with the implementation of the program for the offer and sale of the Securities; and (x) all other costs and expenses incident to the performance of its the Company's obligations under hereunder which are not otherwise specifically provided for in this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 Section. Except as provided in Sections 7 and 8 hereof, including each Agent shall pay all costs and other expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementincurs.

Payment of Expenses. The Company will pay pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance by it of its obligations under this Agreement and the Pricing Agreement, whether or not including, without limiting the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofgenerality of the foregoing, (a) preparation, printing, filing and distribution (including all costs postage, air freight charges and expenses incident to (icharges for counting and packaging) of the printing or other production of documentsoriginal registration statement, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and each Preliminary Prospectus, the Prospectus (including all Incorporated Documents, any exhibits and financial statements and any Term Sheet delivered by the Company pursuant to Rule 434 of the Act), each amendment or and/or supplement theretoto any of the foregoing, and this Agreement, the Pricing Agreement, the Agreement Among Underwriters, Selected Dealers Agreement, Powers of Attorney and any blue sky memorandaUnderwriters' Powers of Attorney and Questionnaires, (iib) all arrangements relating furnishing to the delivery to the several Underwriters of and dealers copies of the foregoing documentsmaterials (provided, however, that any such copies furnished by the Company more than nine months after the first date upon which the Shares are offered to the public shall be at the expense of the several Underwriters or dealers so requesting as provided in Section 4(f) above), (iiic) the fees and disbursements of the counsel, the accountants and any other experts registrations or advisors retained by the Company, qualifications referred to in Section 4(g) above (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for in connection therewith) and expenses of printing and delivering to the several Underwriters relating theretocopies of the preliminary and final Blue Sky memoranda, (vid) the review of the terms of the public offering of the Shares by the NASD (including the filing fees of paid to the Commission NASD in connection therewith) and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection therewith, (e) the performance by the Company and each of the Selling Stockholders of its other obligations under this Agreement, including the fees of the Company's and each Selling Stockholder's counsel and accountants, (f) the issuance of the Shares and the preparation and printing of the stock certificates representing the Shares, including any stamp taxes payable in connection with the Operative Document. If the sale original issuance of the Capital Securities provided for herein is not consummated because any condition Shares, (g) furnishing to the obligations several Underwriters copies of all reports and information required by Section 4(h) above, including reasonable costs of shipping and mailing, and (h) the listing of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability Common Stock on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementNew York Stock Exchange.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(a)(v) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (ix) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith. The Selling Stockholders will pay all fees and expenses related to the offering of the Shares to be sold by them, including (i) the fees and disbursements of their counsel, if any, and (ii) any applicable stock transfer or other taxes related to the offering of their Shares. Notwithstanding the foregoing, nothing shall affect any agreement that the Company and the Selling Stockholders may make for the loss sharing or allocation of anticipated profits from the transactions covered by this Agreementsuch costs and expenses.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) in connection with the Offering; (iv) all arrangements relating to expenses in connection with the delivery to the Underwriters of copies qualification of the foregoing documentsShares for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(f), (iii) hereof including the reasonable and actual fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to one outside counsel for the Underwriters of in connection with such qualification or offering and in connection with any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, blue sky survey; (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees incident to, and the fees and disbursements of counsel for the Underwriters relating theretoin connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the filing fees of Shares on the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and NYSE; (vii) all travel expenses of the fees Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering, other than those to be paid by the Selling Stockholders in accordance with this Agreement. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of any trustee appointed under any its obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that except as provided in Sections 9, 10 and 14 hereof, the Underwriters will pay all of the Operative Documentstheir own costs and expenses, including the fees of their counsel and disbursements stock transfer taxes on resale of counsel for such trustees in connection with the Operative Document. If the sale any of the Capital Securities provided for herein is not consummated because any condition to Shares by them. In addition, the obligations Company and the Underwriters agree that, upon the mutual agreement of the parties, the Underwriters will reimburse the Company for certain of the costs and expenses set forth in this Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement7.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany and the Selling Stockholders hereunder, including all costs and expenses incident to the following: (i) the fees, disbursements and expenses of the Company's and the Selling Stockholders' counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of producing any amendment or supplement theretoagreement among Underwriters, this Agreement and any Agreement, the blue sky memoranda, closing documents (iiincluding any compilations thereof) all arrangements relating to and any other documents in connection with the offering, purchase, sale and delivery to the Underwriters of copies of the foregoing documents, Shares; (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky lawslaws as provided in Section 5(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification and in connection with the blue sky survey; (iv) all fees and expenses in connection with listing the Shares on the NASDAQ; (v) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (vi) any stock transfer taxes incurred in connection with this Agreement or the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, Offering; and (vii) the filing fees incident to, and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection with with, securing any required review by the Operative Document. If NASD of the terms of the sale of the Capital Securities Shares. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any transfer agent or registrar; and (iii) all other costs and expenses incident to the performance of its and the Selling Stockholders' respective obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is not consummated because understood, however, that except as provided in this Section, and Sections 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 7 or because of any failure12(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementincurred in connection herewith.

Payment of Expenses. (a) The Company Operating Partnership will pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements and exhibits) as originally filed with respect to the Capital Securities and any of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Rule 462(bAgreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) Registration Statementthe preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Operating Partnership’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus and of the Prospectus and any amendment amendments or supplement supplements thereto, this Agreement (vii) the preparation, printing and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants Blue Sky Survey and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating supplement thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (viiviii) the fees and expenses of any trustee appointed under any of the Operative DocumentsTrustee, including the fees and disbursements of counsel for such trustees the Trustee in connection with the Operative Document. If Indenture and the sale Securities, (ix) the costs and expenses of the Capital Securities provided for herein is not consummated because Operating Partnership relating to investor presentations on any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it “road show” undertaken in connection with the proposed purchase and sale marketing of the Capital Securities. The Company shall not in any event be liable to any , including without limitation, expenses associated with the production of road show slides and graphics, travel and lodging expenses of the Underwriters for representatives and officers of the loss Operating Partnership and such consultants (if any), and the cost of anticipated profits from transportation (if any) chartered in connection with the transactions covered by this Agreementroad show and (x) any fees payable in connection with the rating of the Securities.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement amendments and any blue sky memoranda, supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the cost of producing any Agreement among Underwriters, this Agreement, the Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery to the Underwriters of copies of the foregoing documents, Shares; (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(a)(iv) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the NYSE; (v) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares (other than as shall have been specifically approved by the Underwriters to be paid for by the Underwriters) and (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Capital Securities Shares. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any transfer agent or registrar; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because any condition to the obligations of understood, however, that except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters set forth in Section 5 hereof is not satisfiedwill pay all of their own costs and expenses, because this Agreement is terminated pursuant to Section 9 hereof or because including the fees of any failuretheir counsel, refusal or inability stock transfer taxes on the part resale of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by them, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by it in connection connected with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing any amendment or supplement theretoAgreement among Underwriters, this Agreement and any Agreement, the blue sky memoranda, closing documents (iiincluding any compilations thereof) all arrangements relating to and any other documents in connection with the offering, purchase, sale and delivery to the Underwriters of copies of the foregoing documents, Shares; (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities laws and blue sky laws, including filing fees Canadian federal and fees and disbursements of counsel for the Underwriters relating thereto, (viprovincial securities laws as provided in Section 4(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If blue sky survey; (iv) all fees and expenses in connection with listing the Shares on the NASDAQ National Market; (v) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (vi) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Capital Securities Shares. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates representing the Shares; (ii) the cost and charges of any transfer agent or registrar for the Shares; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because any condition to the obligations of understood, however, that except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters set forth in Section 5 hereof is not satisfiedwill pay all of their own costs and expenses, because this Agreement is terminated pursuant to Section 9 hereof or because including the fees of any failure, refusal or inability their counsel and stock transfer taxes on the part resale of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Company will agrees to pay all costs costs, fees and expenses incident to incurred in connection with the performance of its obligations under this Agreement, whether or not hereunder and in connection with the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereby, including without limitation (i) all costs and expenses incident to the issuance and delivery of the Offered Securities (i) the including all printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memorandaengraving costs), (ii) all arrangements relating to the delivery to the Underwriters of copies fees and expenses of the foregoing documentsregistrar and transfer agent and Warrant Agent of the Offered Securities, (iii) all issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriter and by the Underwriters to the initial purchasers thereof, (iv) all fees and disbursements expenses of the Company’s counsel, the independent public or certified public accountants and any other experts advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or advisors retained on behalf of, used by, or referred to by the Company, and each preliminary prospectus and all amendments and supplements thereto, and this Agreement, (ivvi) preparation, issuance all cost and delivery to expenses incurred in connection with the Underwriters settlement processing and clearing of any certificates evidencing the Capital Offered Securities, including transfer agent's and registrar's (vii) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (v) or obtaining exemptions from the qualification or registration of) all or any part of the Capital Offered Securities for offer and sale under the state securities and or blue sky laws, (viii) up to US$82,500 for out of pocket and legal expenses incurred by the Underwriters in connection with the transactions contemplated hereby (including filing the fees and fees and disbursements expenses of counsel for the Underwriters relating theretoUnderwriter), (viix) up to US$20,000 for the Underwriters’ non-accountable expenses, (x) the filing fees costs and expenses of the Commission and the National Association of Securities Dealers, Inc. Company relating to investor presentations on any “road show” undertaken in connection with the Capital offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (viixi) the fees and expenses of any trustee appointed under any associated with listing the Offered Securities on the NASDAQ and (xii) all other fees, costs and expenses of the Operative Documentsnature referred to in Item 13 of Part II of the Registration Statement; provided, however that such expenses shall be inclusive of the $25,000 advance for accountable expenses previously paid by the Company to the Representative. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). Except as provided in this Section 6 or in Section 9, Section 11 or Section 12 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of counsel for such trustees its counsel, any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show presentation to potential investors, but excluding the Operative Document. If following: stock transfer taxes payable on the sale and delivery by the Underwriters of the Capital Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfiedinitial purchasers thereof, because this Agreement is terminated pursuant to Section 9 hereof including, without limitation, any Bermuda or because of any failure, refusal or inability Swiss federal stamp duty on the part issuance of securities (Emissionsabgabe) and Bermuda or Swiss federal stamp duty on the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason transfer of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses securities (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementUmsatzabgabe).

Payment of Expenses. (a) The Company will Transaction Entities jointly and severally agree to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, Prospectus Supplement, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto, in each case, be reasonably requested for use in connection with the offering and sale of the Shares, and the mailing and delivering of copies thereof to the Sales Agents; (ii) costs incident to the preparation, and delivery of this Agreement or any Terms Agreement, any Blue Sky (including 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 Agent in connection with such qualification and in connection with the Blue Sky and Legal Investment 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 Exchange; (vi) the cost of preparing the Shares; (vii) the costs and charges of any transfer agent or registrar or any dividend distribution agent; (viii) the fees and disbursements of the Company’s counsel and accountants; and (ix) all other costs and expenses incident to the performance of its obligations under hereunder which are not otherwise specifically provided for in this AgreementSection. It is understood, whether or not the transactions contemplated herein are consummated or however, that, except as provided in this Agreement is terminated pursuant to Section, Section 7 and Section 9 hereof, including the Agent will pay all of its own costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsexpenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale its counsel, transfer taxes on resale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by it, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by connected with any offers it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementmay make.

Payment of Expenses. The Company covenants and agrees with the Underwriters that the Company will pay all costs and expenses incident or cause to be paid the performance of its obligations under this Agreementfollowing, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to completed: (i) the printing or other production reasonable out-of-pocket expenses incurred by the Underwriters in connection with their engagement, including without limitation, outside counsel legal fees and expenses (such legal fees and expenses of documentscounsel not to exceed $100,000 in the aggregate), marketing, syndication and travel expenses; (ii) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA fees, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment filing fees incident thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, ; (iii) the all fees and disbursements of the counselCompany’s counsel and accountants in connection with the registration of the Notes under the 1933 Act and all other expenses in connection with the preparation, printing and filing of amendments and supplements thereto and the accountants mailing and any other experts or advisors retained by delivering of copies thereof to the Company, Underwriters; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Notes for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vias provided in Section 3(d) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If Blue Sky survey; (v) the sale cost of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because printing or reproducing this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersAgreement, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses Blue Sky survey, closing documents (including counsel fees any compilations thereof) and disbursements) that shall have been incurred by it any other documents in connection with the proposed purchase offering, purchase, sale and sale delivery of the Capital Securities. The Notes; (vi) the fees and expenses of the Trustee, including fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (vii) the cost and charges of any transfer agent or registrar; (viii) the costs and expenses of the Company shall not relating to investor presentations or any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any event be liable to any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; (ix) any fees payable in connection with the rating of the Notes; (x) the fees and expenses incurred in connection with having the Notes eligible for clearance, settlement and trading through the loss facilities of anticipated profits from DTC; and (xi) all other costs and expenses incident to the transactions covered by performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this AgreementSection 4.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement amendments and any blue sky memoranda, supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the cost of producing any Agreement among Underwriters, this Agreement, the Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery to the Underwriters of copies of the foregoing documents, Shares; (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the NYSE; (v) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares (other than as shall have been specifically approved by the Underwriters in writing to be paid for by the Underwriters); (vi) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Capital Securities Shares. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates representing the Shares; (ii) the cost and charges of any transfer agent or registrar for the Shares; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because any condition to the obligations of understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters set forth in Section 5 hereof is not satisfiedwill pay all of their own costs and expenses, because this Agreement is terminated pursuant to Section 9 hereof or because including the fees and expenses of any failureUnderwriters' counsel, refusal or inability stock transfer taxes on the part resale of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by them, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by it in connection connected with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery all expenses (up to $10,000 in the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (vaggregate) in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification or offering and in connection with any blue sky survey; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters (up to $25,000 in the aggregate) in connection with, securing any required review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on Nasdaq; (vii) the reasonable and documented fees, disbursements and expenses of counsel to the Underwriters; (viii) the costs and expenses of the Company relating to investor presentations on any Road Show undertaken in connection with the Operative Document. If the sale marketing of the Capital Securities provided Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, travel and lodging expenses of the representatives and officers of the Company; and (ix) any stock transfer taxes incurred in connection with the transfer of the Shares to be sold by the Company to the Underwriters pursuant to this Agreement (excluding, for herein is not consummated because the avoidance of doubt, any condition income tax). The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates, if any, representing the Shares; (y) the cost and charges of any transfer agent, registrar or custodian for the Shares; and (z) all other costs and expenses incident to the offering of the Shares or the performance of the obligations of the Underwriters set forth Company under this Agreement; provided, however, that reimbursable fees and expenses under clauses (vii) and (viii) of this Section 4 shall not exceed $100,000 in Section 5 hereof is the aggregate without the Company’s prior approval (such approval not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed unreasonably withheld, conditioned or satisfied hereunder other than by reason delayed). It is understood that, except as provided in Sections 4, 6, 7 and 10 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, any Written Testing-the-Waters Communication and any and all amendments and supplements thereto and the Prospectus mailing and any amendment or supplement theretodelivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery all expenses (up to $5,000 in the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (vaggregate) in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification (or offering) and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters (up to $20,000 in the aggregate) in connection with, securing any required review by FINRA of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because connection with listing the Shares on NASDAQ; (vii) all travel expenses of the Company’s officers and employees and any failure, refusal or inability on the part other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) the preparation, printing and satisfy all conditions on its part distribution of one or more versions of the Pricing Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian “wrapper”; and (ix) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be performed paid the cost and charges of any transfer agent or satisfied registrar for the Shares and all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in Sections 6, 8, 9, 11 and 12 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Company and each of the Selling Stockholders covenant and agree with one another and with the several Underwriters that (a) the Company will pay or cause to be paid to the Underwriters an amount equal to $300,000 to cover non-accountable expenses associated with the performance of their duties under this Agreement plus following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement Among Underwriters, this Agreement, the Blue Sky survey and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) the cost of copying or distributing the Blue Sky memorandum, closing documents (including any compilations thereof) and any other documents (such as underwriters’ questionnaires and powers of attorney) in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the costs or expenses of any transfer agent or registrar; (ix) the costs and expenses of the Company and the Selling Stockholders relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and of any of the Selling Stockholders and any such consultants, and the cost of any aircraft chartered in connection with the road show; and (x) all other costs and expenses incident to the performance of its obligations under hereunder which are not otherwise specifically provided for in this Agreement, whether Section; and (b) such Selling Stockholder will pay or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant cause to Section 9 hereof, including be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided for in this Section, including (i) the printing or other production any fees and expenses of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memorandacounsel for such Selling Stockholder, (ii) all arrangements relating to the delivery to the Underwriters such Selling Stockholders’ pro rata share of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any the Attorneys-in-Fact and the Custodian, (iii) all expenses and taxes incident to the sale and delivery of the Operative DocumentsShares to be sold by such Selling Stockholder to the Underwriters hereunder and (iv) the filing fees payable for registration with the Commission of the offer and sale of the Shares under the Act with respect to the Shares being sold by such Selling Stockholder. It is understood, however, that except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale their counsel, stock transfer taxes on resale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersShares by them, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by it in connection connected with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 hereof, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(f) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq and with any filings required to be made with FINRA; (vi) the filing fees costs and expenses of the Commission and the National Association of Securities Dealers, Inc. Company relating to investor presentations on any Road Show undertaken in connection with the Capital Securitiesmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (viiviii) the fees and expenses incident to the performance of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfiedRepresentative (including fees, because this Agreement is terminated pursuant to Section 9 hereof or because disbursements and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of counsel for the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees which shall be inclusive of amounts paid pursuant to Sections 6(iv), 6(v)), and disbursements12(d) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesan aggregate amount not to exceed $150,000. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares; and (z) all other reasonable and documented costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Company PPHI Parties will pay for all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to without limitation: (ia) the printing or other production preparation, printing, filing, delivery and shipment of documentsthe Registration Statement, including the Operative DocumentsProspectus, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment all amendments and supplements thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement all filing fees related thereto, this Agreement and any blue sky memoranda, ; (iib) all arrangements relating to filing fees and expenses in connection with the delivery to the Underwriters of copies qualification or registration of the foregoing documents, (iii) Shares for offer and sale by HoldCo under the fees and disbursements of the counsel, the accountants and any other experts securities or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and “blue sky sky” laws, including without limitation filing fees and fees, reasonable legal fees and disbursements of counsel for in connection therewith, and in connection with the Underwriters relating thereto, preparation of a blue sky law survey; (vic) the filing fees of FINRA related to the Commission Agent’s fairness filing under Rule 5110 (or any successor rule of FINRA); (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) all expenses relating to advertising, postage, temporary personnel, investor meetings and the National Association operation of Securities Dealers, Inc. the stock information center; (h) transfer agent fees and costs of preparation and distribution of written notices under Conversion Act; and (i) fees and expenses of the PPHI Parties relating to presentations or meetings undertaken in connection with the Capital Securitiesmarketing and sale of the Shares to prospective investors and the Agent’s sales forces, including expenses associated with travel, lodging, and (vii) other expenses incurred by the officers of the PPHI Parties; provided, however, that the Agent shall pay the fees and expenses of any trustee appointed under the Agent and any of the Operative Documents, including the fees and disbursements of counsel for such trustees its affiliates relating to presentations or meetings undertaken in connection with the Operative Document. If the marketing and sale of the Capital Securities provided for herein is not consummated because any condition Shares to prospective investors and the obligations Agent’s sales forces, including expenses associated with the production of the Underwriters set forth in Section 5 hereof is not satisfiedroad show slides and graphics, because this Agreement is terminated pursuant to Section 9 hereof or because fees and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it consultants engaged in connection with the proposed purchase road show presentations, travel, lodging and sale other expenses incurred by the officers of the Capital SecuritiesAgent and any such consultants. The Company shall not in In the event that the Agent incurs any event be liable to any expenses on behalf of the Underwriters PPHI Parties, the PPHI Parties will pay or reimburse the Agent for such expenses in an amount not to exceed $15,000 (including travel and legal expenses) regardless of whether the loss Offering is successfully completed. Not later than two days prior to the Closing Time, the Agent will provide the PPHI Parties with a detailed accounting of anticipated profits from all reimbursable expenses to be paid at the transactions covered by this AgreementClosing.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreementof the Company and the Selling Stockholders, whether or not as the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofcase may be, hereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation by the Company, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers prior to or supplement theretoduring the period specified in paragraph 4(a)(iv) above but not exceeding nine months after the effective date of the Registration Statement; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(a)(vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) any transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because understood, however, that except as provided in this Section, and Sections 7, 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and share transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters12(b) hereof, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(g) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (viv) the filing fees of the Commission incident to, and the National Association of Securities Dealers, Inc. relating to the Capital Securities, reasonable and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the documented fees and disbursements of counsel for such trustees the Underwriters in connection with securing any required review by FINRA of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on Nasdaq; (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the Operative Document. If the sale marketing of the Capital Securities provided for herein is not consummated because Shares, including without limitation, expenses associated with the production and distribution (including electronic) of road show slides and graphics, fees and expenses of any condition consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the road show; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering and (ix) the fees and expenses incident to the performance of the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because Representative (including reasonable and documented fees and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of counsel for the Underwriters; provided, however, that the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel costs, fees and disbursementsexpenses of counsel and any other consultants or third parties engaged by the Underwriters shall not exceed $150,000, not including any fees and disbursements in (v) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesabove). The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss of anticipated profits from the transactions covered by this AgreementShares.

Payment of Expenses. The (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to those in connection with (i) preparing, printing, duplicating, filing and distributing the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary Prospectus, the Prospectus and any amendment amendments or supplement theretosupplements thereto (including, without limitation, fees and expenses of the Company’s accountants and counsel), the underwriting documents (including this Agreement Agreement) and any blue sky memorandaall other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as herein above stated), (ii) all arrangements relating the issuance, transfer and delivery of the Shares to the delivery to the Underwriters of copies of the foregoing documentsUnderwriter, including any transfer or other taxes payable thereon, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities Shares under state or foreign securities and or blue sky laws, including filing the costs of printing and mailing a preliminary and final “Blue Sky Survey” and the fees and fees and disbursements of counsel for the Underwriters Underwriter and such counsel’s disbursements in relation thereto, (iv) listing the Shares on the American Stock Exchange, (v) any filing for review of the public offering of the Shares by the National Association of Securities Dealers, Inc., including the filing fees relating thereto, (vi) the filing fees cost of printing certificates representing the Commission and the National Association of Securities DealersShares, Inc. relating to the Capital Securities, and (vii) the fees cost and charges of any transfer agent or registrar for the Common Stock, and (viii) the costs and expenses of the Company relating to investor presentations on any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees “road show” undertaken in connection with the Operative Document. If the sale marketing of the Capital Securities provided for herein is not consummated because any condition to the obligations offering of the Underwriters set forth in Section 5 hereof is not satisfiedShares, because this Agreement is terminated pursuant to Section 9 hereof or because including, without limitation, expenses associated with the production of any failureroad show slides and graphics, refusal or inability on travel and lodging expenses of the part representatives and officers of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason the cost of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it aircraft chartered in connection with the proposed purchase road show; provided that except as provided in this Section 5(a) and sale in Sections 5(b) and 5(c) below, the Underwriter shall pay its own costs and expenses, including the costs and expenses of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementits counsel.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agree to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(a)(vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) any filing fees incident to, and the Operative Document. If fees and disbursements of counsel for the sale Underwriters in connection with, securing any required review by FINRA of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because connection with listing the Shares on Nasdaq; (vii) all travel expenses of the Company's officers and employees and any failure, refusal or inability on the part other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and satisfy all conditions on its part (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be performed paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in Sections 8, 9 and 12 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Company and the Notes Guarantors covenant and agree with the several Underwriters that the Company and the Notes Guarantors will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the blue sky memorandum; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vii) half of the cost and expenses relating to any road show undertaken for the marketing of the offering of the Securities, including, without limitation, the cost of any aircraft used in connection with the road show, expenses associated with the use of conference rooms, limousines and the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and the travel and lodging expenses incurred on behalf of representatives of the Company and any Notes Guarantor in connection with such road show, provided, that, such expenses shall not include any travel or lodging expenses of the Underwriters or any representative of the Underwriters; (viii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement; and (ix) all other costs and expenses incident to the performance of its obligations under hereunder which are not otherwise specifically provided for in this AgreementSection 5. It is understood, whether or not the transactions contemplated herein are consummated or however, that, except as provided in this Agreement is terminated pursuant to Section 9 5, and Section 8 hereof, including the Underwriters will pay all of their own costs and expenses incident to (i) the printing or other production of documentsexpenses, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under their counsel, transfer taxes on resale of any of the Operative DocumentsSecurities by them, including the fees and disbursements of counsel for such trustees in connection any advertising expenses connected with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Capped Call Agreements, the Registration Statement, the Pricing Disclosure Package and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the printing or other production negotiation, preparation, printing, typing, reproduction and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act; (iii) the fees reproduction and disbursements delivery of the counselthis Agreement, the accountants preliminary and any supplemental “Blue Sky” memoranda and all other experts agreements or advisors retained by documents reproduced and delivered in connection with the CompanyOffering, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees laws as provided in Section 4(a)(vi) hereof and fees and disbursements any offering of counsel for Directed Shares outside the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative DocumentsUnited States, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the FINRA of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability connection with listing the Shares on the part NYSE; and (vii) all transportation and other expenses of Company representatives and employees and any other expense of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale attending or hosting meetings with prospective purchasers of the Capital SecuritiesShares. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares; and (z) all other costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares and the Warrant Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(g) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares and the Warrant Shares on Nasdaq and with any filings required to be made with FINRA; (vi) the filing fees costs and expenses of the Commission and the National Association of Securities Dealers, Inc. Company relating to investor presentations on any Road Show undertaken in connection with the Capital marketing of the Securities, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (viiviii) the fees and expenses incident to the performance of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfiedRepresentative (including reasonable and documented fees, because this Agreement is terminated pursuant to Section 9 hereof or because disbursements and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of counsel for the Underwriters) in an amount not to exceed $40,000, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket not including any fees, disbursements and expenses in (including counsel fees and disbursementsv) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesabove. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares and the Warrant Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares and the Warrant Shares; and (z) all other reasonable costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Except as otherwise agreed in writing, whether or not the transactions contemplated by this Agreement, the Registration Statement and the Pricing Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this AgreementAgreement and any agreement among Underwriters, whether blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 4(a)(vi) hereof, including the fees and expenses of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and expenses of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (ix) other fees and expenses related to the offering of Additional Shares by the Company. The Company also will pay or cause to be paid: (a) the cost of preparing stock certificates representing the Shares; (b) the cost and charges of any transfer agent or registrar for the Shares; and (c) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the transactions contemplated herein are consummated or Underwriters will pay all of their own costs and expenses, including the fees and expenses of their counsel and stock transfer taxes on resale of any of the Shares by them. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 9 6 or 11(b) hereof, including or subsequent to a Material Adverse Change, the Company will pay all costs and out-of pocket expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery including but not limited to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of counsel to the Operative Documents, including the fees and disbursements of counsel for such trustees Underwriters) incurred in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementherewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectuses are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Base Prospectuses, the Pricing Prospectuses, the Prospectuses, any Issuer Free Writing Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the qualification of the Shares under Canadian Securities Laws, the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under United States state securities and securities, or “blue sky lawssky”, laws as provided in Section 5(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification and in connection with any blue sky survey; (viv) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection with compliance with the rules and regulations of FINRA in connection with the Operative Document. If Offering; (vi) all fees and expenses in connection with listing the sale Shares on the TSX and the NASDAQ; (vii) all travel expenses of the Capital Securities provided for herein is not consummated because Company’s officers and employees and any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and satisfy all conditions on its part (viii) any transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be performed paid: (a) the cost of preparing the certificates representing the Shares; (b) the cost and charges of any transfer agent or satisfied hereunder other than by reason of a default by any registrar for the Shares; (c) the actual, accountable and reasonable costs and expenses of the Underwriters, including the Company will reimburse the Representative upon demand for all reasonable out-of-fees of their counsel, any experts or consultants retained by them and other out of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it them in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered contemplated by this AgreementAgreement and (d) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7.

Payment of Expenses. The Company will pay all costs costs, expenses, fees and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to taxes in connection with (i1) the printing or other production preparation and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any preliminary prospectus, the General Disclosure Package, the Prospectus, any Permitted Free Writing Prospectus and any amendment amendments or supplement supplements thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery printing and furnishing of copies of each thereof to the Underwriters and, as applicable, to dealers, investors and prospective investors (including costs of copies mailing and shipment), (2) the registration, issue and delivery of the foregoing documentsOffered Securities, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v3) the qualification of the Capital Offered Securities for offering and sale under state the securities and or blue sky lawslaws of such states or other jurisdictions as the Representatives designate and the preparation, including filing fees printing and fees and disbursements of counsel for furnishing to the Underwriters of memoranda relating thereto, thereto (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel to the Underwriters in connection therewith), (4) the listing of the Offered Securities on the NASDAQ and any other applicable national and foreign exchanges, (5) any registration of the Offered Securities under the Exchange Act, (6) any filing for such trustees review of the public offering of the Offered Securities by FINRA, (7) the fees and disbursements of any transfer agent or registrar for the Offered Securities, (8) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the Operative Document. If marketing of the offering and sale of the Capital Offered Securities provided for herein is not consummated because any condition to prospective investors, including, without limitation, expenses associated with the obligations production of the Underwriters set forth in Section 5 hereof is not satisfiedroad show slides and graphics, because this Agreement is terminated pursuant to Section 9 hereof or because fees and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it consultants engaged in connection with the proposed purchase road show presentations, travel, lodging and sale other expenses incurred by the officers of the Capital Securities. The Company, and any such consultants, (9) the fees and disbursements of counsel to the Company shall and of the Company’s independent registered public accounting firm, (10) the fees and disbursements of counsel to the Underwriters not in any event be liable to any exceeding $177,500, (11) the fees and expenses of the Underwriters incurred for the loss offering of anticipated profits from the transactions covered by this AgreementOffered Securities as contemplated hereunder (including any road show expenses but excluding any underwriter counsel fees as provided in sub-clause (10) above), which shall not exceed $40,000 and (12) the performance of the Company’s other obligations hereunder.

Payment of Expenses. The Whether or not the transactions contemplated ------------------- in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to those in connection with (i) preparing, printing, duplicating, filing and distributing the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, as originally filed and all amendments thereof (including all financial statements and exhibits thereto), any preliminary prospectus, the Prospectus and any amendment amendments or supplement theretosupplements thereto (including, without limitation, fees and expenses of the Company's accountants and counsel and advisors), the underwriting documents (including this Agreement and any blue sky memorandathe Agreement Among Underwriters) all other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as hereinabove stated), (ii) all arrangements relating the issuance, transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes or duties payable in connection with the transfer and delivery of the Shares to the Underwriters of copies of the foregoing documentsUnderwriters, (iii) the qualification of the Shares under state or foreign securities or Blue Sky laws, including, if applicable, the costs of printing and mailing a preliminary and final "Blue Sky Survey" and any supplements thereto and the filing fees and disbursements reasonable fees of the Underwriters' Counsel, and such counsel, the accountants and any other experts or advisors retained by the Company's reasonable disbursements in relation thereto, (iv) preparation, issuance and delivery to listing the Underwriters of any certificates evidencing Shares on the Capital Securities, including transfer agent's and registrar's feesNasdaq National Market, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to and the Capital Securitiesreasonable fees and disbursements of the Underwriters' Counsel in connection with the review by the NASD of the terms of the sale of the Shares, (vi) the cost of preparing, printing, and delivering certificates representing the Shares, and (vii) the fees and expenses of any trustee appointed under transfer agent or registrar. Notwithstanding the foregoing, the Company shall not be obligated to pay any of the Operative Documents, including the fees and disbursements of counsel for such trustees following expenses in connection with the Operative Document. If the sale transactions contemplated hereby (except as provided in Section 11(d) or elsewhere herein): (A) any transfer or other taxes or duties payable in connection with any subsequent transfers of the Capital Securities provided Shares from the Underwriters to third parties, (B) except for herein is not consummated because fees of the Underwriters' Counsel in connection with Blue Sky and NASD matters as ser forth in clauses (iii) and (v) above, the fees and expenses of the Underwriters' Counsel, and (C) any condition to the obligations advertising expenses of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementcontemplated hereby.

Payment of Expenses. (a) The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement Among Underwriters, this Agreement, the Blue Sky survey (if any) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) the cost of copying or distributing the Blue Sky memorandum (if any), closing documents (including any compilations thereof) and any other documents (such as underwriters’ questionnaires and powers of attorney) in connection with the offering, purchase, sale and delivery of the Shares; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the sale of the Shares; (vii) the cost of preparing stock certificates; (viii) the costs or expenses of any transfer agent or registrar; (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; and (x) all other costs and expenses incident to the performance of its obligations under this Agreement, whether or hereunder which are not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities otherwise specifically provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementSection.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the reasonable and documented fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(g) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq and with any filings required to be made with FINRA; (vi) the filing fees costs and expenses of the Commission and the National Association of Securities Dealers, Inc. Company relating to investor presentations on any Road Show undertaken in connection with the Capital Securitiesmarketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (viiviii) the fees and expenses incident to the performance of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth Representative (including reasonable and documented fees, disbursements and expenses of counsel for the Underwriters) in Section 5 hereof is an amount not satisfiedto exceed $125,000 without the Company’s consent, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part not to be performed or satisfied hereunder other than by reason of a default by unreasonably withheld, not including any of the Underwritersfees, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket disbursements and expenses in (including counsel fees and disbursementsv) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesabove. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares; and (z) all other reasonable costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (iv) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (v) all fees and expenses in connection with listing the Shares on the NYSE; (vi) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares and the entire cost of any airplane chartered in connection with attending or hosting such meetings (subject to the reimbursement by the Underwriters of $13,122.00 of the cost of such airplane); and (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees and expenses of their counsel and stock transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss (including but not limited to fees and disbursements of anticipated profits from the transactions covered by this AgreementUnderwriters' Counsel) incurred in connection herewith.

Payment of Expenses. (a) The Company will agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein hereunder are consummated or this Agreement is terminated pursuant to Section 9 hereofterminated, including all costs expenses and expenses incident to fees in connection with (i) the printing or fees, disbursements and expenses of the Company’s counsel, accountants and other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memorandaadvisors, (ii) all arrangements relating to the delivery preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of written and electronic copies of each thereof to the Underwriters and to dealers (including costs of copies of the foregoing documentsmailing and shipment), (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery of the certificates for the Shares to the Underwriters, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters, (iv) the printing of this Agreement and furnishing of copies to the Underwriters (including costs of any certificates evidencing the Capital Securities, including transfer agent's mailing and registrar's feesshipment), (v) the qualification of the Capital Securities Shares for offering and sale under state securities laws and blue sky laws, the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel for the Underwriters specifically relating thereto; provided, however, that such legal fees and disbursements of such counsel shall not exceed $5,000) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (vi) the fees and expenses of any transfer agent or registrar for the Shares and miscellaneous expenses referred to in the Registration Statement, (vii) the fees and expenses incurred in connection with the inclusion of the Shares in the Nasdaq Global Market, (viii) preparing and distributing bound volumes of transaction documents for the Representative and its legal counsel, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters relating theretoin connection with, (vi) the filing fees securing any required review by FINRA of the Commission and terms of the National Association sale of Securities Dealers, Inc. relating to the Capital SecuritiesShares, and (viix) the fees and expenses of any trustee appointed under any performance of the Operative DocumentsCompany’s other obligations hereunder. Upon the request of the Representative, the Company will provide funds in advance for filing fees. Except as provided in this Section 5, the Underwriters shall pay their own expenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementtheir counsel.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will and the Adviser, jointly and severally, hereby agree to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees laws as provided in Section 5(a) hereof and fees and disbursements any offering of counsel for Directed Shares in outside the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative DocumentsUnited States, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfiedconnection with listing the Shares on Nasdaq; (vii) all travel, because this Agreement is terminated pursuant to Section 9 hereof or because accommodation, and other related expenses of the Company’s officers and employees and any failure, refusal or inability on the part other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (ix) any reasonable expenses (including, without limitation, legal expenses) incurred by the Underwriters in connection with any release, or any effort by the Company or any Directed Share Purchaser to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason seek the release, of a default by any of the Underwriters, Directed Shares from the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursementsrestrictions referred to in Section 5(s) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesabove. The Company shall also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in any event be liable to any of this Section 6. It is understood, however, that except as provided in this Section, and Sections 8, 9 and 12 hereof, the Underwriters for will pay all of their own costs and expenses, including the loss fees of anticipated profits from the transactions covered by this Agreementtheir counsel.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the fees and disbursements cost of the counselproducing this Agreement, the accountants any agreement among Underwriters, any closing documents (including any compilations thereof) and any other experts or advisors retained by documents in connection with the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees incident to, and the fees and disbursements of counsel for the Underwriters relating theretoin connection with, securing any required review by the NASD of the terms of the Offering; (v) all fees and expenses in connection with listing the Shares on the NYSE; (vi) all travel expenses of the filing Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (viii) the fees of the Commission Custodian and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the other fees and expenses related to the offering of the Selling Stockholder’s Shares. The Company also will pay, or cause to be paid, the cost and charges of any trustee appointed under transfer agent or registrar for the Shares and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in this Section, and Sections 8, 9 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Operative DocumentsShares by them. The Selling Stockholder will pay all fees and expenses related to the offering of the Shares to be sold by it, including (i) the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because its counsel, if any, and (ii) any condition applicable stock transfer or other taxes related to the obligations offering of its Shares. Notwithstanding the Underwriters set forth in Section 5 hereof is not satisfiedforegoing, because this Agreement is terminated pursuant to Section 9 hereof or because of nothing herein shall affect any failure, refusal or inability on the part of agreement that the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters Selling Stockholder may make for the loss sharing or allocation of anticipated profits from the transactions covered by this Agreementsuch costs and expenses.

Payment of Expenses. The Company agrees with the Underwriter that the Company will pay all costs and expenses incident to the performance of its the obligations of the Company under this Agreement, whether or including but not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident limited to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the filing fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the expenses incurred in connection with qualification of the Capital Offered Securities for sale under state securities and blue sky laws, the laws of such jurisdictions as the Representatives designate (including filing fees and the reasonable fees and disbursements of counsel for the Underwriters Underwriters) and the preparation and printing of memoranda relating thereto, (ii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company, provided that the Company, on the one hand, and the Underwriter, on the other hand, will each pay 50% of the costs and expenses related to chartering of airplanes used by the Company and the Underwriters in connection with any such investor presentations or “road show”, (iii) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (iv) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (vi) the filing fees of the Commission expenses incurred for preparing, printing and the National Association of Securities Dealersdistributing any Issuer Free Writing Prospectuses to investors or prospective investors, Inc. relating to the Capital Securities, and (vii) all expenses (except underwriter discounts, commissions and any transfer taxes, if any) incident to the sale and delivery of the Offered Securities to be sold by the Selling Stockholder to the Underwriters hereunder and (viii) any fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital SecuritiesSelling Stockholder. The Company shall not agrees to pay the required Commission filing fees relating to the Offered Securities within the time required by Rule 456(b)(1) under the Act (without regard to the proviso to Rule 456(b)(1)(i)) and otherwise in any event be liable to any of accordance with Rule 456(b) and 457(r) under the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementAct.

Payment of Expenses. (a) The Company will pay (directly or by reimbursement) all costs, fees and expenses incurred in connection with expenses incident to the performance of the obligations of the Company and of the Selling Shareholders under this Agreement and in connection with the transactions contemplated hereby, including but not limited to (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 Pre-effective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, the Selling Shareholders' Powers of Attorney, the Custody Agreement, the "Agreement Among Underwriters" between the Representatives and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire and the Blue Sky memoranda (including related fees and expenses of counsel to the Underwriters) 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 and determination of its eligibility for investment under the Blue Sky or other securities laws of such jurisdictions as the Representatives may designate; (ix) fees and expenses of counsel to the Underwriters; (x) all fees and expenses paid or incurred in connection with filings made with the NASD; and (xi) all other costs and expenses incident to the performance of its their obligations under this Agreement, whether or not the transactions contemplated herein hereunder which are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.not

Payment of Expenses. The Company covenants and agrees with the Underwriters that the Company will pay all costs and expenses incident or cause to be paid the performance of its obligations under this Agreementfollowing, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to completed: (i) the printing or other production reasonable out-of-pocket expenses incurred by the Underwriters in connection with their engagement, including without limitation, outside legal fees and expenses, marketing, syndication and travel expenses, in excess of documents$100,000 if the offering is consummated and all of such out-of-pocket expenses incurred by the Underwriters in connection with their engagement if the offering is not consummated; (ii) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA fees, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment filing fees incident thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, ; (iii) the all fees and disbursements of the counselCompany’s counsel and accountants in connection with the registration of the Shares under the 1933 Act and all other expenses in connection with the preparation, printing and filing of amendments and supplements thereto and the accountants mailing and any other experts or advisors retained by delivering of copies thereof to the Company, Underwriters; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vias provided in Section 4(d) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant Blue Sky survey (subject to Section 9 hereof 5(a)(i) hereof); (v) the cost of printing or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwritersreproducing this Agreement, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses Blue Sky survey, closing documents (including counsel fees any compilations thereof) and disbursements) that shall have been incurred by it any other documents in connection with the proposed purchase offering, purchase, sale and sale delivery of the Capital Securities. The Shares; (vi) the cost and charges of any transfer agent or registrar; (vii) the costs and expenses of the Company shall not relating to investor presentations or any “road show” undertaken in connection with the marketing of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any event be liable to any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Underwriters and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; (viii) the fees and expenses incurred in connection with having the Shares eligible for clearance, settlement and trading through the loss facilities of anticipated profits from DTC; and (ix) all other costs and expenses incident to the transactions covered by performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this AgreementSection 5.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreementof the Company and the Selling Stockholders, whether or not as the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofcase may be, hereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation by the Company, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers prior to or supplement theretoduring the period specified in paragraph 4(a)(iv) above but not exceeding nine months after the effective date of the Registration Statement; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees laws as provided in Section 4(a)(vi) hereof [and fees and disbursements any offering of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative DocumentsDirected Shares], including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any transfer taxes incurred in connection with this Agreement or the Offering; and (ix) any reasonable expenses (including, without limitation, legal expenses) incurred by the Underwriters in connection with any release, or any effort by the Company or any Directed Share Purchaser to seek the release, of any of the Directed Shares from the restrictions referred to in Section 4(a)(xiv) above. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because understood, however, that except as provided in this Section, and Sections 7, 8 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and share transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters12(b) hereof, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Pricing Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the fees cost of generating and disbursements of printing any blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all reasonable expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification or offering and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to securing any required review by the sale NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is understood, however, that except as expressly provided in this Section, and Sections 8, 9 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Shares by them. Except as may otherwise be agreed among the Underwriters and the Company, the Underwriters will also reimburse the Company for any expenses that the Company pays pursuant to this Section 6 in an amount not consummated because any condition to exceed $[ ]. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 7 or because of any failure13(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters (including but not limited to reasonable fees and disbursements of counsel to the Underwriters) reasonably incurred in connection herewith. The Selling Stockholders will pay all fees and expenses related to the offering of the Shares to be sold by them, including (i) the fees and disbursements of their counsel, if any, and (ii) any applicable stock transfer or other taxes related to the offering of their Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company and the Selling Stockholders may make for the loss sharing or allocation of anticipated profits from the transactions covered by this Agreementsuch costs and expenses.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(g) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees costs and expenses of the Commission Company relating to investor presentations on any Road Show undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; provided, that the cost of any aircraft chartered in connection with the Road Show shall be agreed to separately between the Company and the National Association of Securities Dealers, Inc. relating to Underwriters; (vii) any stock transfer taxes incurred in connection with this Agreement or the Capital Securities, Offering and (viiviii) the fees and expenses incident to the performance of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because Representative (including reasonable and documented fees and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of counsel for the Underwriters); in an amount not to exceed $225,000, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (not including counsel any fees and disbursementsdisbursements in (v) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesabove. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares; and (z) all other reasonable costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriter, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 5(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriter in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriter in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is not consummated because understood, however, that except as provided in this Section, and Sections 8, 9 and 11 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel and stock transfer taxes on resale of any condition of the Shares by it. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses of the Underwriter (including counsel but not limited to fees and disbursementsdisbursements of counsel to the Underwriter) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementherewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the fees cost of producing this Agreement and disbursements of other instruments, agreements or documents in connection with the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; and (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the Company's obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under applicable state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 5(a)(v) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to and the sale fees and disbursements of counsel for the Underwriters in connection with securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NASDAQ; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6 It is not consummated because understood, however, that except as provided in this Section, and Sections 8, 9 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 7 or because of any failure13(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters (including but not limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith. The Selling Stockholders will pay all fees and expenses directly related to the offering of the Shares to be sold by them, including (i) the fees and disbursements of their counsel, if any, (ii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders, and (iii) any applicable stock transfer or other taxes related to the offering of their Shares. Notwithstanding the foregoing, nothing herein shall affect any agreement that the Company and the Selling Stockholders may make for the loss sharing or allocation of anticipated profits from the transactions covered by this Agreementsuch costs and expenses.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) all fees and expenses in connection with the preparation and filing of the Registration Statement (including financial statements and exhibits), the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus, the General Disclosure Package, the Final Prospectus, any Free Writing Prospectus and any Section 5(d) Communication prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) the fees, disbursements and expenses of the Company’s counsels and accountants, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Offered Securities under state or foreign securities laws and all expenses in connection with the qualification of the Offered Shares and the Offered Securities for offer and sale under state or foreign securities laws as provided in Section (vii) hereof, including filing fees and the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all costs and expenses incident to listing the Offered Securities on the NYSE and any registration thereof under the Exchange Act, (v) the costs and expenses of qualifying the Offered Securities for inclusion in the book-entry settlement system of the Depositary Trust Company (“DTC”), (vi) the cost of printing ADRs corresponding to the Offered Securities, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations or any “road show” or Section 5(d) Communication undertaken in connection with the marketing of the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, expenses associated with hosting investor meetings or luncheons, fees and expenses of any consultants engaged in connection with any road show or investor presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, (ix) the document production charges and expenses associated with the printing and delivery of this Agreement, the agreement among Underwriters, any dealer agreements, any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, issuance, sale, purchase and delivery of the Offered Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), and (x) all other costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Company hereunder for which provision is not otherwise made in this Section. Any reimbursement of expenses and fees paid by the Underwriters on behalf of or for the Company pursuant to 4(a)(ix) may be deducted from the purchase price for the Offered Securities set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement3 hereof.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement and the Forward Sale Agreements are terminated, the Company will pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder and under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofForward Sale Agreements actually incurred, including all costs and expenses incident to without limitation, (i) the printing or other production of documents, including the Operative Documents, with respect costs incident to the transactionsauthorization, including any costs issuance, sale, preparation and delivery of printing the Registration Statement originally filed with respect Shares pursuant to this Agreement and the issuance of the additional shares of Common Stock pursuant to the Capital Securities Forward Sale Agreements and any amendment theretotaxes payable in that connection; (ii) the costs incident to the preparation, any Rule 462(b) 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 any amendment or supplement supplements thereto, this Agreement ) and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, distribution thereof; (iii) the fees and disbursements expenses of the counsel, the accountants Company’s counsel and any other experts or advisors retained by the Company, independent accountants; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees incurred in connection with the Operative Document. If the sale registration or qualification of the Capital Securities provided for herein is not consummated because any condition to Shares (and the obligations additional shares of Common Stock issuable under the Forward Sale Agreements) under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriters set forth in Section 5 hereof is not satisfiedmay designate and the preparation, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations printing and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason distribution of a default by any Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters, the Company will reimburse Forward Purchasers and the Representative upon demand for all reasonable out-of-pocket expenses Forward Sellers); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar (including counsel related fees and disbursementsexpenses of any counsel to such parties); (vii) that shall have been all expenses and application fees incurred by it in connection with the proposed purchase any filing with, and sale clearance of the Capital Securities. The offering by, FINRA; (viii) all expenses incurred by the Company shall not in connection with any event be liable “road show” presentation to any potential investors; (ix) all expenses and application fees related to the listing of the Underwriters for Shares and the loss additional shares of anticipated profits from Common Stock issuable under the transactions covered by Forward Sale Agreements on the Exchange and (x) the costs of reproducing and distributing this AgreementAgreement and the Forward Sale Agreements.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated (provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(g) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq; (vi) the filing fees costs and expenses of the Commission Company relating to investor presentations on any Road Show undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company in connection with the Road Show; provided, that the cost of any aircraft chartered in connection with the Road Show shall be agreed to separately between the Company and the National Association of Securities Dealers, Inc. relating to Underwriters; (vii) any stock transfer taxes incurred in connection with this Agreement or the Capital Securities, Offering and (viiviii) the fees and expenses incident to the performance of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because Representative (including reasonable and documented fees and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of counsel for the Underwriters); in an amount not to exceed $200,000, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (not including counsel any fees and disbursementsdisbursements in (v) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securitiesabove. The Company shall not in also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any event be liable to any of the Underwriters transfer agent or registrar for the loss Shares; and (z) all other reasonable costs and expenses incident to the performance of anticipated profits from the transactions covered by its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 6.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, each of the Company will and the Manager hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 5(a)(vi), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (viv) the filing fees of the Commission incident to, and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection with, securing any required review by the FINRA of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NYSE; (vii) all travel expenses of the Company’s and the Manager’s officers and employees and any other expense of the Company or the Manager incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; provided, however, that the Underwriters agree to pay for 50% of the cost of any aircraft chartered in order to transport representatives of the Company and the Underwriters to meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) all costs and expenses of the Underwriters and Barclays Capital Inc. in connection with the Operative Document. If Directed Share Program, including the sale reasonable fees and disbursements of counsel for the Underwriters and Barclays Capital Inc., the costs and expenses of preparation, printing and distribution of the Directed Share Program and any stamp duties, similar taxes or duties or other taxes incurred by the Underwriters or Barclays Capital Securities provided Inc. that became due and payable as a result of the Directed Share Program; and (x) the preparation, printing and distribution of one or more versions of the Pricing Prospectus and the Prospectus for herein is not consummated because any condition distribution in Canada, often in the form of a Canadian “wrapper” (including reasonable fees and expenses of Canadian counsel to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part Underwriters). Each of the Company to perform all obligations and satisfy all conditions on its part the Manager also will pay or cause to be performed paid: (x) the cost of preparing stock certificates, if any, representing the Shares; (y) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 7. It is understood, however, that except as provided in Sections 9, 10 and 13 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Whether or not the transactions contemplated by this Agency Agreement, the Registration Statement and the Prospectuses are consummated or this Agency Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Base Prospectuses, the Preliminary Prospectuses, the Prospectuses, the U.S. Warrant Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Agents; (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to of the Underwriters of any certificates evidencing Warrant Indenture; (iii) the Capital Securities, including transfer agent's and registrar's fees, (v) disbursements and expenses of the Company’s counsel and accountants in connection with the qualification of the Capital Securities under state securities Canadian Securities Laws, the registration of the Securities under the Securities Act and the Offering; (iii) the cost of producing this Agency Agreement and any agreement among Agents, blue sky lawssurvey, closing documents and other instruments, agreements or documents (including filing fees and fees and disbursements of counsel for any compilations thereof) in connection with the Underwriters relating thereto, Offering; (viiv) all expenses in connection with the filing fees qualification of the Commission Securities for offering and the National Association of Securities Dealerssale under state or foreign securities, Inc. relating to the Capital Securitiesor “blue sky”, and (viilaws as provided in Section 3(i) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Agents in connection with such trustees qualification and in connection with any blue sky survey; (v) the filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with compliance with the rules and regulations of FINRA in connection with the Operative Document. If Offering; (vi) all fees and expenses in connection with listing the sale Shares and Warrant Shares on the TSX and the NYSE Amex; (vii) all travel expenses of the Capital Securities provided for herein is not consummated because Company’s officers and employees and any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Units; and satisfy all conditions on its part (viii) any transfer taxes incurred in connection with this Agency Agreement or the Offering. The Company also will pay or cause to be performed paid: (a) the cost of preparing certificates representing the Shares, Warrants and Warrant Shares; (b) the cost and charges of any transfer agent or satisfied hereunder other than by reason of a default by any registrar for the Shares and the Warrant Trustee; (c) the reasonable actual and accountable costs and expenses of the UnderwritersAgents, including the Company will reimburse the Representative upon demand for all reasonable out-of-fees of their counsel, any experts or consultants retained by them and other out of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it them in connection with the proposed purchase and sale transactions contemplated by this Agency Agreement except that the Company shall only be responsible for up to $150,000 of the Capital Securities. The Company shall not in any event be liable to any legal fees of the Underwriters Agents’ counsel; and (d) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 4. It is understood, however, that except as provided in this Section 4 and in Sections 6, 7 and 9 hereof, the loss of anticipated profits from Agents will pay their own costs and expenses in connection with the transactions covered contemplated by this Agency Agreement.

Payment of Expenses. The Company covenants and agrees with ------------------- the Agents that, unless otherwise agreed, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Notes under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to you and dealers; (ii) the fees, disbursements and expenses of counsel to the Agents incurred in connection with the establishment of the program relating to the Notes and incurred from time to time in connection with the transactions contemplated hereby; (iii) the cost of typing and reproducing this Agreement, any Terms Agreement, the Indentures, any Blue Sky Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(h) hereof, including the reasonable fees and disbursements of counsel for the Agents incurred from time to time in connection with the transactions contemplated hereby; (v) any fees charged by securities rating services for rating the Notes; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc., of the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (viii) the fees and expenses of the Trustees and any agent of the Trustees and the fees and disbursements of counsel for the Trustees in connection with the Indentures and the Notes; and (ix) all other costs and expenses incident to the performance of its obligations under hereunder that are not otherwise specifically provided for in this AgreementSection. It is understood, whether or not the transactions contemplated herein are consummated or however, that, except as provided in this Agreement is terminated pursuant to Section 9 and Section 8 hereof, including the Agents will pay all of its own costs and expenses incident to (i) the printing or other production of documentsexpenses, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, except as otherwise provided in this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital SecuritiesSection 9, including transfer agent's and registrar's fees, (v) the qualification taxes on resale of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative DocumentsNotes by them, including the fees and disbursements of counsel for such trustees in connection any advertising expenses connected with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will and the Selling Stockholders hereby agree to pay all costs and expenses incident to the performance of its their respective obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers and the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act; (ii) the cost of producing any amendment or supplement theretoAgreement Among Underwriters, this Agreement and any Agreement, the blue sky memoranda, closing documents (iiincluding any compilations thereof) all arrangements relating to and any other documents in connection with the offering, purchase, sale and delivery to the Underwriters of copies of the foregoing documents, Shares; (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 5(A)(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If blue sky survey; (iv) all fees and expenses in connection with listing the Shares on the New York Stock Exchange; (v) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (vi) any stock transfer taxes incurred in connection with this Agreement or the Offering; (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the sale of the Capital Securities Shares and (viii) the fees of the Custodian and other fees and expenses related to the offering of Shares by the Selling Stockholders. The Company also will pay or cause to be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any transfer agent or registrar; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 6. It is not consummated because understood, however, that except as provided in this Section 6, and Sections 8 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the reasonable fees of their counsel, stock transfer taxes on resale of any condition of the Shares by them, and any advertising expenses connected with any offers they may make. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 7 hereof, or because of any failure, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementincurred in connection herewith.

Payment of Expenses. The Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective, or if this Agreement is terminated for any reason, the Company will pay all costs the costs, fees and expenses incident to the performance of its obligations under this Agreement, whether or not in connection with the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofpublic offering of the Shares, including all costs and expenses incident to (i) the printing or other production preparation and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment theretoStatement, any Rule 462(b) Registration Statement, the Disclosure Package, each Preliminary Final Prospectus, the Final Prospectus, and any amendments or supplements thereto, and the Prospectus printing and any amendment or supplement thereto, this Agreement furnishing of copies of each thereof to the Underwriters and any blue sky memorandato dealers (including costs of mailing and shipment), (ii) all arrangements relating the registration, issue, sale and delivery of the Shares, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the delivery to the Underwriters of copies of the foregoing documentsUnderwriters, (iii) the fees and disbursements printing of the counselthis Agreement, the accountants any Agreement Among Underwriters, any dealer agreements and any other experts or advisors retained by closing documents (including compilations thereof) and the Companyreproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities Shares for offering and sale under state securities laws and blue sky laws, the determination of their eligibility for investment under state law as aforesaid (including associated filing fees and the reasonable legal fees and disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters relating theretoand to dealers, (v) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on Nasdaq and any registration thereof under the Exchange Act, (vi) the filing fees review of the Commission public offering of the Shares by the NASD Regulation, Inc. (including associated filing Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 fees and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable legal fees and disbursements of counsel for such trustees the Underwriters), (vii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the Operative Document. If marketing of the offer and sale of the Capital Securities provided for herein is not consummated because any condition Shares to prospective investors and your sales forces, including, without limitation, expenses associated with the obligations production of the Underwriters set forth in Section 5 hereof is not satisfiedroad show slides and graphics, because this Agreement is terminated pursuant to Section 9 hereof or because fees and expenses of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it consultants engaged in connection with the proposed purchase road show presentations, travel, lodging and sale other expenses incurred by the officers of the Capital Securities. The Company shall not in and any event be liable to any such consultants, and one-half of the Underwriters cost (based on the number of passengers) of any aircraft chartered in connection with the road show, (viii) the costs and expenses of qualifying the Shares for inclusion in DTC’s book-entry settlement system, and (x) the loss performance of anticipated profits from the transactions covered by this AgreementCompany’s other obligations hereunder.

Payment of Expenses. The Whether or not any sale of the Securities is consummated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel for the Company and the Accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments or supplements thereto and the mailing and delivering of copies thereof to you and any dealers; (ii) the cost of printing or producing this Agreement, the Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f) hereof, including the fees and disbursements of Underwriters' Counsel in connection with such qualification and in connection with any such blue sky memorandum; (iv) any fees charged by a Rating Agency for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of Underwriters' Counsel in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and disbursements of the Trustee and any agent of the Trustee and the fees and disbursements of their counsel in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities obligations hereunder that are not otherwise specifically provided for herein is in this Section 4(j); but, if for any reason the Securities are not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof delivered by or because of any failure, refusal or inability on the part behalf of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder as provided herein (other than by reason of due to a default by any of the Underwriters), the Company will reimburse the Representative upon demand Underwriters for all reasonable out-of-pocket expenses (expenses, including counsel fees and disbursements) that shall have been disbursements of Underwriters' Counsel, reasonably incurred by it the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to the Underwriters with respect to the Securities except as provided in this Section 4(j) and Section 6 hereof. It is understood that, except as provided in this Section 4(j) and Section 6 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of Underwriters' Counsel and any advertising expenses in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of offers the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementmay make.

Payment of Expenses. The (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its the obligations under this Agreement, whether or not of the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofCompany hereunder, including all costs and expenses incident to those in connection with (i) preparing, printing, duplicating, filing and distributing the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary Prospectus, the Prospectus and any amendment amendments or supplement theretosupplements thereto (including, without limitation, fees and expenses of the Company’s accountants and counsel), the underwriting documents (including this Agreement Agreement) and any blue sky memorandaall other documents related to the public offering of the Shares (including those supplied to the Underwriters in quantities as herein above stated), (ii) all arrangements relating the issuance, transfer and delivery of the Shares to the delivery to the Underwriters of copies of the foregoing documentsUnderwriter, including any transfer or other taxes payable thereon, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities Shares under state or foreign securities and or blue sky laws, including filing the costs of printing and mailing a preliminary and final “Blue Sky Survey” and the fees and fees and disbursements of counsel for the Underwriters relating Underwriter and such counsel’s disbursements in relation thereto, (viiv) listing the Shares on the American Stock Exchange, (v) filing fees of the Commission and the National Association of Securities Dealers, Inc. relating (the “NASD”), (vi) the cost of printing certificates representing the Shares, (vii) all reasonable fees incurred by and disbursements to Underwriter’s counsel incident to the Capital Securitiesoffering of the Shares and this Agreement, (viii) the cost and charges of any transfer agent or registrar for the Common Stock, and (viiix) the fees costs and expenses of the Company relating to investor presentations on any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees “road show” undertaken in connection with the Operative Document. If the sale marketing of the Capital Securities provided for herein is not consummated because any condition to the obligations offering of the Underwriters set forth in Section 5 hereof is not satisfiedShares, because this Agreement is terminated pursuant to Section 9 hereof or because including, without limitation, expenses associated with the production of any failureroad show slides and graphics, refusal or inability on travel and lodging expenses of the part representatives and officers of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason the cost of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it aircraft chartered in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementroad show.

Payment of Expenses. The Whether or not the transactions contemplated in 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 under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production fees, disbursements and expenses (A) of documentsthe Company’s counsel and the Company’s accountants, including (B) in connection with the Operative Documents, registration and delivery of the Class A Ordinary Shares and the ADSs under the Act and (C) in connection with respect to the transactions, including any costs preparation and filing of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus, the Final Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the Prospectus mailing and any amendment or supplement theretodelivering of copies thereof to the Underwriters and dealers, this Agreement and any blue sky memorandain the quantities hereinabove specified, (ii) all arrangements relating costs and expenses related to the transfer and delivery of the Offered Shares and the ADSs to the Underwriters of copies of the foregoing documentsUnderwriters, including any transfer or other taxes payable thereon, (iii) the fees cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and disbursements sale of the counsel, Offered Shares or the accountants ADSs under state securities laws and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Offered Shares and the ADSs for offer and sale under state securities and blue sky lawslaws as provided in subsection (vi) of this Section, including filing fees and fees fees, reasonable fees, expenses and disbursements of counsel for the Underwriters relating theretoin connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (viiv) the all filing fees in connection with the review and qualification of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any offering of the Operative DocumentsOffered Shares by FINRA, including the (v) fees and disbursements of counsel for such trustees to the Underwriters, including fees and disbursement incurred in connection with the Operative Document. If review and qualification of the offering of the Offered Shares by FINRA, (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the ADSs and all costs and expenses incident to listing the Offered Shares on the NYSE, (vii) the cost of preparing and printing certificates representing the Offered Shares or the ADSs, (viii) the costs and charges of any transfer agent, registrar or depositary, (ix) the costs and expenses of the Company relating to investor presentations, testing the waters presentations or any “road show” undertaken in connection with the marketing of the offering and sale of the Capital Securities provided for herein is not consummated because Offered Shares, including, without limitation, travel, meals and lodging expenses of the representatives and officers of the Company and the cost of any condition aircraft chartered, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to the performance of the obligations of the Underwriters set forth in Section 5 hereof Company hereunder for which provision is not satisfiedotherwise made in this Section. It is understood, because however, that except as provided in this Agreement is terminated pursuant to Section, Section 8 entitled “Indemnification and Contribution” and Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwritersbelow, the Company Underwriters will reimburse the Representative upon demand for pay all reasonable out-of-pocket expenses (of their costs and expenses, including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement[·].]

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Notes under the Securities Act and the Offering; (iii) the cost of producing any blue sky survey in connection with the Offering; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities or blue sky laws as provided in Section 4(e) hereof, including the fees and disbursements of Underwriters’ Counsel in connection with such qualification and in connection with any blue sky survey; (v) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Notes (including one half of the expenses of air transportation of the Company’s officers and employees and representatives of the Underwriters attributable to the Offering and, for the avoidance of doubt, the other half of such expenses shall be borne by the Underwriters); (vi) all expenses in connection with the approval of the Notes by DTC for “book-entry” transfer; (vii) all expenses in connection with the rating of the Notes; and (viii) the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture and the Notes. The Company also will pay or cause to be paid: (x) the cost of preparing certificates representing the Notes; (y) the cost and charges of any transfer agent or registrar for the Notes; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this AgreementSection 5. It is understood, whether or not however, that except as provided in this Section 5, and in Sections 7, 8 and 11 hereof, the transactions contemplated herein are consummated or Underwriters will pay all of their own costs and expenses, including the fees of their counsel and transfer taxes payable upon resale of any of the Notes by them and any advertising expenses connected with any offers they may make. Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated pursuant to Section 9 6 or 11(b) hereof, including all costs and expenses incident or subsequent to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss (including but not limited to fees and disbursements of anticipated profits from the transactions covered by this AgreementUnderwriters’ Counsel) incurred in connection herewith.

Payment of Expenses. Whether or not the transactions ------------------- contemplated hereunder are consummated or this Agreement becomes effective or is terminated, the Company and, unless otherwise paid by the Company, the Selling Stockholder agree to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, (i) all expenses incident to the issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company's counsel and the Company's independent accountants, (v) 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, this Agreement, the Agreement Among Underwriters, the Selected Dealers Agreement, the Underwriters' Questionnaire, the Underwriters' Power of Attorney and the Blue Sky memorandum, (vi) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the Blue Sky laws, (vii) the filing fee of the NASD, and (viii) all other fees, costs and expenses referred to in Item 13 of the Registration Statement. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by the Selling Stockholder hereunder. Except as provided in this Section 7, Section 9 and Section 11 hereof, the Underwriters shall pay all of their own expenses, including the fees and disbursements of their counsel (excluding those relating to qualification, registration or exemption under the Blue Sky laws and the Blue Sky memorandum referred to above). This Section 7 shall not affect any agreement between the Company and the Selling Stockholder relating to the payment of expenses. The Selling Stockholder will pay (directly or by reimbursement) all costs fees and expenses incident to the performance of its his obligations under this Agreement, whether or Agreement which are not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofotherwise specifically provided for herein, including all costs and expenses incident but not limited to (i) any fees and expenses of counsel for the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities Selling Stockholder and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating expenses and taxes incident to the sale and delivery of the Common Shares to be sold by the Selling Stockholder to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementhereunder.

Payment of Expenses. The Company Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all costs and expenses incident to the performance of its the obligations of the Company under this Agreement, whether or including but not the transactions contemplated herein are consummated or this Agreement is terminated pursuant limited to Section 9 hereof, including all costs and expenses incident of or relating to (i) the printing or other production of documentspreparation, printing, filing, delivery, and shipping (including the Operative Documents, with respect to the transactions, including any costs of printing mailing) of the Registration Statement originally filed with respect to the Capital Securities (including each pre- and any post-effective amendment thereto) and exhibits thereto, any Rule 462(b) Registration Statementeach Preliminary Prospectus, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memorandato the Prospectus, (ii) all arrangements relating to the registration, issue, sale and delivery to the Underwriters of copies of the foregoing documentsShares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including all filing fees and fees and disbursements of the Placement Agents’ counsel incurred in connection with the registration or qualification of the Shares for offering and sale by the Underwriters relating theretoCompany under the state securities or blue sky laws of such jurisdictions designated pursuant to Section 4(h), (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (viiiv) the fees and expenses of any trustee appointed under any transfer agent or registrar for the Shares, (v) fees, disbursements and other charges of counsel to the Company, (vi) if applicable, the filing fees of the Operative DocumentsNASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Placement Agents in connection with such review (including all COBRAdesk fees), (vii) listing fees, if any, for the quotation of the Common Stock on the Nasdaq National Market, (viii) fees and disbursements of the Auditors incurred in delivering the letter(s) described in Section 6(h) of this Agreement, and (ix) the costs and expenses of the Company and the Placement Agents in connection with the marketing of the offering and the sale of the Shares to prospective investors related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the consent of the Company in connection with the road show presentations, and travel, lodging and other expenses incurred by the officers of the Company and any such consultants (but not the Placement Agents). It is understood, however, that except as provided in this Section 5, Section 7 entitled “Indemnification and Contribution” and Section 9(b), the Placement Agents shall pay all of their own expenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementcounsel.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(e) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the NASDAQ; (vii) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (ix) the fees and expenses of the QIU. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein in this Section 5. It is not consummated because understood, however, that except as provided in this Section, and Sections 7, 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any condition of the Shares by them. Notwithstanding anything to the obligations of contrary in this Section 5, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 6 or because of any failure11(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documentshereunder, including the Operative Documentsfollowing: (a) all expenses in connection with the preparation, with respect to printing and filing of the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or any document incorporated by reference in the Preliminary Prospectus or the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (c) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) in connection with the Offering; (d) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(a)(vi), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (vie) the filing fees of the Commission incident to, and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection with, securing any required review by FINRA of the terms of the Offering; (f) all fees and expenses in connection with listing the Operative Document. If Shares on the sale NYSE and for clearance, settlement and book entry transfer through The Depository Trust Company; (g) all travel expenses of the Capital Securities provided for herein is not consummated because Company’s officers and employees and any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; (h) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; and (i) the preparation, printing and distribution of one or more versions of the Pricing Disclosure Package and the Prospectus for distribution in Canada, often in the form of a Canadian “wrapper” (including reasonable fees and expenses of Canadian counsel to perform all obligations and satisfy all conditions on its part the Underwriters). The Company also will pay or cause to be performed paid: (a) the cost of preparing stock certificates, if any, representing the Shares; (b) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (c) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 6. It is understood, however, that, except as provided in Sections 8, 9 and 12 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will covenants with Xxxxx-Xxxxxx to pay or cause to be paid all costs and expenses incident to the performance of its obligations under this Agreement, whether including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Placement Shares under the Securities Act and all other fees or not expenses in connection with the transactions preparation and filing of the Registration Statement, any Prospectus Supplement, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Placement Shares (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to Xxxxx-Xxxxxx, (ii) all costs and expenses related to the transfer and delivery of the Placement Shares, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Placement Shares under state securities laws and all expenses in connection with the qualification of the Placement Shares for offer and sale under state securities laws as provided herein, including filing fees and the reasonable fees and disbursements of counsel for Xxxxx-Xxxxxx in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to Xxxxx-Xxxxxx incurred in connection with the offering contemplated herein are consummated or by this Agreement is terminated pursuant relating to Section 9 hereofany review and qualification by FINRA, including (v) all costs and expenses incident to listing the Placement Shares on the Exchange, (ivi) the printing costs and charges of any transfer agent, registrar or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memorandadepositary, (iivii) all arrangements fees, expenses and disbursements relating to the delivery to the Underwriters of copies background checks of the foregoing documentsCompany’s officers and directors in an amount not to exceed $1,000 per individual, (iiiviii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and reasonable fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees Xxxxx-Xxxxxx incurred in connection with the Operative Document. If offering contemplated by this Agreement other than as set forth in this Section, provided that reimbursement pursuant to this clause (viii) shall not exceed $50,000 through the sale fourth business day following execution of this Agreement and shall not exceed $2,500 for each quarterly period thereafter, and (ix) all other costs and expenses incident to the Capital Securities provided for herein is not consummated because any condition to performance of the obligations of the Underwriters set forth in Section 5 hereof Company hereunder for which provision is not satisfied, because otherwise made in this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementSection.

Payment of Expenses. The Company (a) ARC Ice will pay (directly or by reimbursement) ------------------- (and ARC will cause ARC Ice to pay), for itself or on behalf of the Company or the other Selling Shareholders, all costs, fees and expenses incurred in connection with expenses incident to the performance of the obligations of the Company, ARC, Canrad Delaware and the Selling Shareholders under this Agreement and in connection with the transactions contemplated hereby, including but not limited to (i) all expenses and taxes incident to the issuance, sale and delivery of the Stock to the Representatives and the Underwriters; (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, and the Custodian and the Attorneys-in-fact; (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, the Selling Shareholders' Powers of Attorney, the Custody Agreement, the "Agreement Among Underwriters" between the Representatives and the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire 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 and determination of its eligibility for investment 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 their obligations under this Agreement, whether or hereunder which are not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities otherwise specifically provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementSection.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any and all amendments thereof and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under this Agreement, whether or not the transactions contemplated herein are consummated or Securities Act and the Offering; (iii) the cost of producing this Agreement is terminated pursuant to and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign securities or blue sky laws as provided in Section 9 4(f) hereof, including the documented fees, disbursements and expenses of counsel for the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the filing fees incident to, and the documented fees, disbursements and expenses of counsel for the Underwriters in connection with, securing any required review by the NASD of the terms of the Offering; (vi) all fees and expenses in connection with listing the Shares on the Nasdaq; (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Shares, expenses associated with the production of “road show” slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the “road show” presentations, and the cost of any aircraft chartered in connection with the “road show”, provided, however, that if the Underwriters travel with Company representatives on any chartered aircraft, the Underwriters shall bear the equivalent cost of first class commercial air travel as if booked through the Underwriters’ travel department; (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering; (ix) all expenses in connection with any offer and sale of the Shares outside of the United States, including filing fees and the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with offers and sales outside of the United States; (x) other fees and expenses related to the offering of Additional Shares by the Company; and (xi) the fees and expenses, if any, of the QIU. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent, registrar or depository for the Shares; and (z) all other costs and expenses incident to (i) the printing or other production performance of documentsits obligations hereunder which are not otherwise specifically provided for in this Section 5. It is understood, including the Operative Documentshowever, with respect to the transactionsthat except as provided in this Section 5 and Sections 7, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities 8 and any amendment thereto11 hereof, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters will pay all of copies of the foregoing documents, (iii) the fees their own costs and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentsexpenses, including the fees of their counsel and disbursements stock transfer taxes on resale of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.

Payment of Expenses. (a) The Company will Obligors agree to pay all costs and expenses incident to the performance of its their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 7 or Section 8(b) hereof, including all costs and expenses incident to (i) the cost of production and printing or other production of documents, including the Operative Documents, documents with respect to the transactionstransactions contemplated hereby, including any costs of printing the Registration Statement originally filed with respect to Preliminary Offering Memorandum, the Capital Securities Time of Sale Memorandum and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus Offering Memorandum and any amendment or supplement thereto, this Agreement and any blue sky “Blue Sky” memoranda, (ii) all arrangements relating to the delivery to the Underwriters Initial Purchasers of copies of the foregoing documents, (iii) the fees fees, disbursements and disbursements expenses of the counsel, Obligors’ counsel and accountants in connection with the accountants issuance and any other experts or advisors retained by sale of the CompanySecurities, (iv) preparation, issuance all costs and expenses related to the transfer and delivery of the Securities to the Underwriters of any certificates evidencing the Capital SecuritiesInitial Purchasers, including any transfer agent's and registrar's feesor other taxes payable thereon, (v) the qualification of the Capital Securities under state securities and blue sky “Blue Sky” laws, including filing fees and fees and disbursements of counsel for the Underwriters Initial Purchasers relating thereto, (vi) any fees charged by rating agencies for the filing fees rating of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the all fees and expenses (including reasonable fees and expenses of any trustee appointed under any counsel) of the Operative DocumentsObligors in connection with approval of the Securities by the DTC for “book-entry” transfer, (viii) the costs and charges of the Trustee including the fees and disbursements expenses of counsel for such trustees Trustee’s counsel, (ix) the costs and expenses of the Obligors in connection with presentations or meetings undertaken in connection with the Operative Document. If the sale offering of the Capital Securities provided for herein is not consummated because Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any condition electronic road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other costs and expenses incident to the performance of the obligations of the Underwriters set forth in Section 5 hereof Obligors hereunder for which provision is not satisfied, because otherwise made in this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement9(a).

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated provided, however, the Company will shall have no obligation to reimburse any defaulting Underwriter pursuant to Section 10 hereof, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky lawslaws as provided in Section 4(f) hereof, including filing fees the reasonable and documented fees and disbursements of counsel for the Underwriters relating thereto, in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection with listing the Shares on Nasdaq and with any filings required to be made with FINRA; (vi) the filing fees costs and expenses of the Commission and the National Association of Securities Dealers, Inc. Company relating to investor presentations on any Road Show undertaken in connection with the Capital Securitiesmarketing of the Shares, including without limitation, expenses associated with the production and distribution (viiincluding electronic) the of Road Show slides and graphics, fees and expenses of any trustee appointed under any consultants engaged in connection with the Road Show presentations, travel and lodging expenses of the Operative Documentsrepresentatives and officers of the Company in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering; and (viii) the reasonable and documented fees and expenses incident to the performance of the obligations of the Representative (including reasonable and documented fees, disbursements and expenses of counsel for the Underwriters, which shall be inclusive of amounts paid pursuant to 6(iv) and 6(v)) in an aggregate amount not to exceed $75,000. The Company also will pay or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; and (y) the cost and charges of any transfer agent or registrar for the Shares. Except as provided in this Section 6, the Underwriters will pay all of their own costs and expenses, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfiedtheir counsel, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability stock transfer taxes payable on the part resale of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket Securities by them and any advertising expenses (including counsel fees and disbursements) that shall have been incurred by it in connection connected with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers they may make.

Payment of Expenses. Whether or not the transactions ------------------- contemplated hereunder are consummated or this Agreement becomes effective or is terminated, the Company and, unless otherwise paid by the Company, the Selling Shareholders agree to pay in such proportions as they may agree upon among themselves all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limiting the generality of the foregoing, (i) all expenses incident to the issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Common Stock, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Common Shares to the Underwriters, (iv) all fees and expenses of the Company's counsel and the Company's independent accountants, (v) 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, this Agreement, the Agreement Among Underwriters, the Selected Dealers Agreement, the Underwriters' Questionnaire, the Underwriters' Power of Attorney and the blue sky memorandum, (vi) all filing fees, attorneys' fees and expenses incurred by the Company or the preliminary and final Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the United States and Canadian blue sky laws designated by you pursuant to Section 6(f), (vii) the filing fee of the NASD and the related fees and expenses of counsel to the Underwriters in connection with the NASD's review of the Underwriting arrangements contemplated hereby, and (viii) all other fees, costs and expenses referred to in Item 13 of the Registration Statement. The Underwriters may deem the Company to be the primary obligor with respect to all costs, fees and expenses to be paid by the Company and by the Selling Shareholders. Except as provided in this Section 7, Section 9 and Section 11 hereof, the Underwriters shall pay all of their own expenses, including the fees and disbursements of their counsel (excluding those relating to qualification, registration or exemption under the blue sky laws, the blue sky memorandum and the NASD's review of underwriting arrangements referred to above). This Section 7 shall not affect any agreements relating to the payment of expenses between the Company and the Selling Shareholders. The Company will pay (directly or by reimbursement) all costs fees and expenses incident to the performance of its their obligations under this Agreement, whether or Agreement which are not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofotherwise specifically provided for herein, including all costs and expenses incident but not limited to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements expenses of counsel for the Underwriters relating thereto, Selling Shareholders; (viii) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the any fees and expenses of any trustee appointed under any the Agent; and (iii) all expenses and taxes incident to the sale and delivery of the Operative Documents, including Common Shares to be sold by the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition Selling Shareholders to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementhereunder.

Payment of Expenses. The Company will pay all costs and expenses incident to the performance of its obligations under this Agreement, whether Whether or not the transactions contemplated herein in this Agreement are consummated or this Agreement is terminated pursuant terminated, each of the Guarantor and the Trust hereby covenant and agree with the several Underwriters that the Guarantor and the Trust will pay or cause to Section 9 hereofbe paid the following: (i) the fees, including disbursements and expenses of the Guarantor's and the Trust's counsel and accountants in connection with the registration of the Securities under the 1933 Act, the qualification of the Indenture and the Guarantee under the Trust Indenture Act, and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect related to the transactionsissuance, transfer and delivery of the Securities to the Underwriters, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment transfer or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, other taxes payable thereon; (iii) the fees cost of printing or producing this Agreement, any "blue sky" and disbursements of the counsel, the accountants legal investment memoranda and any other experts or advisors retained by documents in connection with the Companyoffering, purchase, sale and delivery of the Securities; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities for offering and sale under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(d) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for the Underwriters in connection with such trustees qualification and in connection with the Operative Document. If "blue sky" and legal investment memoranda; (v) any fees charged by securities rating agencies for rating the Securities and the Subordinated Debentures; (vi) any filing fees incident to any required reviews by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Capital Securities provided for herein is not consummated because Securities; (vii) the costs and expenses of any condition to qualified independent underwriter which may be required by the obligations rules and regulations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreement.NASD;

Payment of Expenses. [The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of the obligations of the Company and the Selling Shareholders, as the case may be, under this Agreement, including but not limited to the following: (i) the fees, disbursements and expenses of the Company’s counsels, accountants and other advisors [and one counsel for the Selling Shareholders] in connection with the registration of the Offered Securities under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statements, the Exchange Act Registration Statement, any Statutory Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, the Blue Sky memorandum, the Deposit Agreement, any dealer agreements, any powers of attorney, any closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under the laws of the jurisdictions as provided in Section 6 (Certain Agreements of the Company) hereof, including, if any, the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Offered Securities; (v) the cost of preparing stock certificates and ADRs; (vi) all fees and expenses in connection with listing the ADSs on the New York Stock Exchange; (vii) the cost and charges of any transfer agent or registrar; (viii) all roadshow and test-the-water costs and expenses incurred by the Company, including, without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show and test-the-water slides and graphics, fees and expenses of any consultants engaged in connection with the road show and test-the-water presentations with the prior approval of the Company, any travel, lodging and meals expenses, and the cost of any aircraft chartered in connection with the road show (excluding, for the avoidance of doubt, all travel, lodging and meal expenses incurred by the Underwriters in connection with the roadshow or test-the-water meetings), (ix) all costs and expenses related to the transfer and delivery of the ADSs to the Underwriters, including any transfer or other taxes payable thereon, (x) the costs and expenses of qualifying the ADSs for inclusion in the book-entry settlement system of the DTC, (xi) all expenses and taxes arising as a result of the deposit by the Company of the Offered Securities with the Depositary and the issuance and delivery of the ADRs evidencing ADSs in exchange therefor by the Depositary to the Company and of the sale and delivery of the Offered Securities by the Company to or for the account of the Underwriters and to the initial purchasers thereof in the manner contemplated under this Agreement, including, in any such case any Cayman Islands income, capital gains, withholding, transfer or other tax asserted against an Underwriter by reason of the purchase and sale of an Offered Security pursuant to this Agreement, (xii) the fees and expenses of the Depositary and any custodian appointed under the Deposit Agreement, other than the fees and expenses to be paid by holders of ADRs (other than the Underwriters in connection with the initial purchase of ADSs), (xiii) the fees and expenses of the authorized agents, (xiv) the cost of preparing the ADRs; and (xv) all other costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth Company hereunder which are not otherwise specifically provided for in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of Section. [As between the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection hereby agrees with the proposed purchase Underwriters that it will pay any such amount not so paid by any Selling Shareholder. As between the Company and sale of the Capital Securities. The Selling Shareholders, all costs and expenses should be born and paid according to agreements entered into between the Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementand Selling Shareholders.]

Payment of Expenses. The Whether or not any sale of the Securities is consummated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel for the Company and the Accountants in connection with the registration of the Securities and the Issuable Common Stock under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statements, any Preliminary Prospectus and the Prospectus and amendments or supplements thereto and the mailing and delivering of copies thereof to you and any dealers; (ii) the cost of printing or producing this Agreement and the Transaction Documents, any blue sky memorandum, closing documents (including any compilations thereof) and other documents in connection with the offering, purchase, sale and delivery of the Securities and the Issuable Common Stock; (iii) all expenses (not to exceed $5,000) in connection with the qualification of the Securities and the Issuable Common Stock for offering and sale under state securities laws as provided in Section 4(f) hereof, including the fees and disbursements of Underwriters' Counsel in connection with such qualification and in connection with any such blue sky memorandum; (iv) the fees and expenses incurred in connection with the listing of the Securities and the Issuable Common Stock on the NYSE; (v) the cost of preparing the Securities and the Issuable Common Stock; (vi) the fees and disbursements of the Trustee, the Purchase Contract Agent, the Collateral Agent and the Remarketing Agent, any agent thereof and the fees and expenses of counsel thereof; (vii) any fees charged by securities ratings services for rating the Company or any of the Company's securities; (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the National Association of Securities Dealers, Inc. (the NASD) of the terms of the sale of the Securities; (ix) any fees payable to DTC in connection with the delivery of the Securities; (x) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing and offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; and (xi) all other costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the printing or other production of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities obligations hereunder that are not otherwise specifically provided for herein is in this Section 4(j); but, if for any reason the Securities are not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof delivered by or because of any failure, refusal or inability on the part behalf of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder as provided herein (other than by reason of due to a default by any of the Underwriters), the Company will reimburse the Representative upon demand Underwriters for all reasonable out-of-pocket expenses (expenses, including counsel fees and disbursements) that shall have been disbursements of Underwriters' Counsel, reasonably incurred by it the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to the Underwriters with respect to the Securities except as provided in this Section 4(j) and Section 6 hereof. It is understood that, except as provided in this Section 4(j) and Section 6 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of Underwriters' Counsel and any advertising expenses in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of offers the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementmay make.

Payment of Expenses. The Company will pay pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance by it of its obligations under this Agreement and the Pricing Agreement, whether or not including, without limiting the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofgenerality of the foregoing, (a) preparation, printing, filing and distribution (including all costs postage, air freight charges and expenses incident to (icharges for counting and packaging) of the printing or other production of documentsoriginal registration statement, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and each Preliminary Prospectus, the Prospectus (including any all Incorporated Documents, exhibits and financial statements and any Term Sheet delivered by the Company pursuant to Rule 434 of the Act), each amendment or and/or supplement theretoto any of the foregoing, and this Agreement, the Pricing Agreement, the Agreement Among Underwriters, Selected Dealers Agreement, Powers of Attorney and any blue sky memorandaUnderwriters' Powers of Attorney and Questionnaires, (iib) all arrangements relating furnishing to the delivery to the several Underwriters of and dealers copies of the foregoing documentsmaterials (provided, however, that any such copies furnished by the Company more than nine months after the first date upon which the Shares are offered to the public shall be at the expense of the several Underwriters or dealers so requesting as provided in Section 4(f) above), (iiic) the fees and disbursements of the counsel, the accountants and any other experts registrations or advisors retained by the Company, qualifications referred to in Section 4(g) above (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for in connection therewith) and expenses of printing and delivering to the several Underwriters relating theretocopies of the preliminary and final Blue Sky memoranda, (vid) the review of the terms of the public offering of the Shares by the NASD (including the filing fees of paid to the Commission NASD in connection therewith) and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees the Underwriters in connection therewith, (e) the performance by the Company of its other obligations under this Agreement, including the fees of the Company's counsel and accountants, (f) the issuance of the Shares and the preparation and printing of the stock certificates representing the Shares, including any stamp taxes payable in connection with the Operative Document. If the sale original issuance of the Capital Securities provided for herein is not consummated because any condition Shares, (g) furnishing to the obligations several Underwriters copies of all reports and information required by Section 4(h) above, including reasonable costs of shipping and mailing, and (h) the designation of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of Common Stock as a default by any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this AgreementNasdaq National Market security.

Payment of Expenses. (a) The Company will pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including all costs and expenses incident to (i) the preparation and printing or other production of documents, including the Operative Documents, documents with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities Offering Memorandum and any amendment amendments or supplements thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement theretoIndenture, this Agreement Agreement, the Registration Rights Agreement, the Securities and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters Initial Purchasers of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters Initial Purchasers of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky lawslaws in accordance with Section 3(d) and any filing for review of the offering with the NASD, in each case including filing fees and reasonable fees and disbursements of counsel for the Underwriters Initial Purchasers relating theretothereto and in connection with the preparation of any "blue sky" or legal investment memoranda, (vi) the filing fees and disbursements of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative DocumentsTrustees, including the fees and disbursements of counsel for such trustees the Trustees, in connection with the Operative DocumentIndenture and the Securities, (vii) any meetings with prospective investors in the Securities (other than as shall have been specifically approved by the Initial Purchasers to be paid for by the Initial Purchasers), (viii) any fees charged by investment rating agencies for the rating of Securities and (ix) the fees associated with any listing of the Securities on any securities exchange, including the cost of obtaining approval for the trading of the Securities through PORTAL. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 (a)(i) hereof or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersInitial Purchasers, the Company will reimburse the Representative Initial Purchasers severally upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursementsdisbursements of counsel) that shall have been incurred by it them in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters Initial Purchasers for the loss of anticipated profits from the transactions covered by this Agreement.

Payment of Expenses. The Whether or not any sale of the Securities is consummated, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of Xxxxxxx Xxxxx Rose & White LLP, counsel for the Company, and the Accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus and amendments or supplements thereto and the mailing and delivering of copies thereof to the Underwriter and any dealers; (ii) the cost of printing or producing this Agreement, the Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(f) hereof, including the fees and disbursements of Underwriter’s Counsel in connection with such qualification and in connection with any such blue sky memorandum; (iv) any fees charged by a Rating Agency for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of Underwriter’s Counsel in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and disbursements of the Trustee and any agent of the Trustee and the fees and disbursements of their counsel in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its the Company’s obligations under hereunder that are not otherwise specifically provided for in this AgreementSection 4(j); provided, whether or not the transactions contemplated herein are consummated or however, that if this Agreement is shall be terminated as a result of a default hereunder by the Underwriter and could not have been terminated pursuant to Section 9 6 hereof, including all costs and expenses incident the Company shall then not be under any liability to (i) the printing or other production of documents, including the Operative Documents, Underwriter with respect to the transactionsSecurities except as provided in this Section 4(j) and Section 7 hereof; but, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and if for any other experts reason the Securities are not delivered by or advisors retained by the Company, (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) the qualification of the Capital Securities under state securities and blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documents, including the fees and disbursements of counsel for such trustees in connection with the Operative Document. If the sale of the Capital Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability on the part behalf of the Company to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwritersas provided herein, the Company will reimburse the Representative upon demand Underwriter for all reasonable of its out-of-pocket expenses (expenses, including counsel fees and disbursements) that shall have been disbursements of Underwriter’s Counsel, reasonably incurred by it the Underwriter in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to the Underwriter with respect to the Securities except as provided in this Section 4(j) and Section 7 hereof. It is understood that, except as provided in this Section 4(j) and Section 7 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of Underwriter’s Counsel and any advertising expenses in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementoffers it may make.

Payment of Expenses. The (a) Whether or not the transactions contemplated by this Agreement, the ADS Registration Statement, the Registration Statement and the Pricing Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not and the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofobligations of the Selling Shareholders hereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and the ADS Registration Statement, the 8-A Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all arrangements relating to the delivery to the Underwriters of copies fees, disbursements and expenses of the foregoing documents, Company's counsel and accountants in connection with the registration of the Shares and the ADSs under the Securities Act and the Offering; (iii) the fees and disbursements cost of the counselproducing this Agreement, the accountants Deposit Agreement and any agreement among Underwriters, blue sky survey, closing documents and other experts instruments, agreements or advisors retained by documents (including any compilations thereof) in connection with the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares and the ADSs for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 5(a)(vi) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities terms of the Offering; (vi) all fees and expenses in connection with listing the ADSs on the NASDAQ National Market; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company incurred in 30 connection with attending or hosting meetings with prospective purchasers of the Shares; (viii) all costs and expenses related to the transfer and delivery of the Shares, in the form of Ordinary Shares or ADSs, to the Underwriters, including any transfer or other taxes payable thereon; and (ix) the fees of the Custodian and other fees and expenses related to the offering of the Shares by the Selling Shareholders. The Company also will pay or cause to be paid: (x) the cost of preparing certificates representing the Shares; (y) the cost and charges of any transfer agent, registrar or depositary for the Shares and ADSs; and (z) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for herein is not consummated because any condition in this Section 6. Notwithstanding anything to the obligations of contrary in this Section 6, in the Underwriters set forth in Section 5 hereof is not satisfied, because event that this Agreement is terminated pursuant to Section 9 hereof 7 or because of any failure13(b) hereof, refusal or inability on the part of the Company subsequent to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the UnderwritersMaterial Adverse Change, the Company will reimburse the Representative upon demand for pay all reasonable out-of-of pocket expenses (including counsel fees and disbursements) that shall have been incurred by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for (including but not limited to fees and disbursements of counsel to the loss of anticipated profits from the transactions covered by this AgreementUnderwriters) incurred in connection herewith.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereofhereunder, including all costs and expenses incident to the following: (i) all expenses in connection with the preparation, printing or other production and filing of documents, including the Operative Documents, with respect to the transactions, including any costs of printing the Registration Statement originally filed with respect to the Capital Securities and any amendment thereto, any Rule 462(b) Registration Statement, and any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement theretoand all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky memorandasurvey, closing documents and other instruments, agreements or documents (iiincluding any compilations thereof) all arrangements relating to in connection with the delivery to the Underwriters of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, Offering; (iv) preparation, issuance and delivery to the Underwriters of any certificates evidencing the Capital Securities, including transfer agent's and registrar's fees, (v) all expenses in connection with the qualification of the Capital Securities Shares for offering and sale under state or foreign securities and or blue sky laws, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vilaws as provided in Section 4(f) the filing fees of the Commission and the National Association of Securities Dealers, Inc. relating to the Capital Securities, and (vii) the fees and expenses of any trustee appointed under any of the Operative Documentshereof, including the fees and disbursements of counsel for such trustees the Underwriters in connection with such qualification and in connection with any blue sky survey; (v) the Operative Document. If filing fees incident to, and the sale fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the NASD of the Capital Securities provided for herein is not consummated because any condition to the obligations terms of the Underwriters set forth Offering; (vi) all fees and expenses in Section 5 hereof is not satisfied, because this Agreement is terminated pursuant to Section 9 hereof or because of any failure, refusal or inability connection with listing the Shares on the part Nasdaq; (vii) all travel expenses of the Company's officers and employees and any other expense of the Company to perform all obligations incurred in connection with attending or hosting meetings with prospective purchasers of the Shares; and satisfy all conditions on its part (viii) any stock transfer taxes incurred in connection with this Agreement or the Offering. The Company also will pay or cause to be performed paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer agent or satisfied registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder other than by reason which are not otherwise specifically provided for in this Section 6. It is understood, however, that except as provided in Sections 8, 9 and 12 hereof, the Underwriters will pay all of a default by their own costs and expenses, including the fees of their counsel and stock transfer taxes on resale of any of the Underwriters, the Company will reimburse the Representative upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred Shares by it in connection with the proposed purchase and sale of the Capital Securities. The Company shall not in any event be liable to any of the Underwriters for the loss of anticipated profits from the transactions covered by this Agreementthem.