Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company will pay all costs, All costs and expenses and fees incident to incurred by the performance of the obligations of the Company Servicer in carrying out its duties under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing including all fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification enforcement of Contracts (including enforcement of defaulted Contracts and repossessions of Manufactured Homes securing such Contracts), shall be paid by the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of Servicer and the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement Servicer shall not be consummated because entitled to reimbursement hereunder, except to the conditions extent such reimbursement is specifically provided for in Section 6 hereof this Agreement. Notwithstanding the foregoing, the Servicer shall be reimbursed out of the Liquidation Proceeds of a defaulted Contract for Liquidation Expenses incurred by it in realizing upon the related Manufactured Home and any related Mortgaged Property, including, but not limited to: (i) costs of refurbishing and securing such Manufactured Home; (ii) transportation expenses incurred in moving the Manufactured Home; (iii) reasonable legal fees and expenses of outside counsel; (iv) rental expenses (including the payment of rent not paid by the defaulting Obligor) incurred in maintaining a leasehold interest for the Manufactured Home; and (v) sales commissions paid to (a) Persons that are not satisfiedAffiliates of the Servicer or (b) Affiliates of the Servicer, or because if such sales commission is no greater than the sales commission that would be paid to a Person that is not an Affiliate of the Servicer. The Servicer shall not incur the foregoing Liquidation Expenses unless it determines in its good faith business judgment that incurring such expenses will increase the Net Liquidation Proceeds from such Manufactured Home. Notwithstanding anything in this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwritercontrary, so long as Vanderbilt is the Servicer, the Company Servicer, in its sole discretion, may, but is not obligated to, liquidate a defaulted Contract by depositing into the Certificate Account, as Liquidation Proceeds, an amount equal to (i) the outstanding principal balance of such Contract plus accrued and unpaid interest thereon to the Due Date in the Due Period in which such deposit is made less (ii) $2,000. The Servicer shall reimburse the several Underwriters not be reimbursed for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably any Liquidation Expenses incurred in connection with investigating, marketing such Contract and proposing to market the Securities or shall retain any liquidation proceeds thereafter collected in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesliquidating such Contract.

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

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

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach of a representation; and the expenses, including the reasonable fees and disbursements of one counsel for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or Blue Sky blue sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of one counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company and the Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

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

Costs and Expenses. The Company will pay all costs, All costs and expenses and fees incident to incurred by the performance of the obligations of the Company Servicer in carrying out its duties under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing including all fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification enforcement of Contracts (including enforcement of defaulted Contracts and repossessions of Manufactured Homes securing such Contracts), shall be paid by the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of Servicer and the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement Servicer shall not be consummated because entitled to reimbursement hereunder, except to the conditions extent such reimbursement is specifically provided for in Section 6 hereof this Agreement. Notwithstanding the foregoing, the Servicer shall be reimbursed out of the Liquidation Proceeds of a defaulted Contract for Liquidation Expenses incurred by it in realizing upon the related Manufactured Home and any related Mortgaged Property, including, but not limited to: (i) costs of refurbishing and securing such Manufactured Home; (ii) transportation expenses incurred in moving the Manufactured Home; (iii) reasonable legal fees and expenses of outside counsel; (iv) rental expenses (including the payment of rent not paid by the defaulting Obligor) incurred in maintaining a leasehold interest for the Manufactured Home; and (v) sales commissions paid to (a) Persons that are not satisfiedAffiliates of the Servicer or (b) Affiliates of the Servicer, or because if such sales commission is no greater than the sales commission that would be paid to a Person that is not an Affiliate of the Servicer. The Servicer shall not incur the foregoing Liquidation Expenses unless it determines in its good faith business judgment that incurring such expenses will increase the Net Liquidation Proceeds from such Manufactured Home. Notwithstanding anything in this Agreement is terminated by to the Representative pursuant to Section 11 hereofcontrary, or by reason of any failure, refusal or inability on the part of so long as the Company is the Servicer, the Servicer, in its sole discretion, may, but is not obligated to, liquidate a defaulted Contract by depositing into the related Certificate Account, as Liquidation Proceeds, an amount equal to perform any undertaking or satisfy any condition (i) the outstanding principal balance of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily Contract plus accrued and unpaid interest thereon to the default or omission of Due Date in the Due Period in which such deposit is made less (ii) $2,000. The Servicer shall not be reimbursed for any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably Liquidation Expenses incurred in connection with investigating, marketing such Contract and proposing to market the Securities or shall retain any liquidation proceeds thereafter collected in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesliquidating such Contract.

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

Costs and Expenses. The Company and the Advisor will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters you copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, and the Prospectus; any fees charged by Fitch, this AgreementMoody's or any other securities rating agency for rating the Shares, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares, estimated not to exceed $25,000; the fees and expenses of the Auction Agent under the Auction Agency Agreement; and the expenses, including the fees and disbursements of counsel for the Underwritersyou up to a maximum amount of $3,000, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ your expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative you pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the your default or omission of any Underwriteromission, then the Company shall reimburse the several Underwriters you for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their your obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters you for damages on account of loss of anticipated profits from the sale by them you of the SecuritiesShares.

Costs and Expenses. (a) The Company will Borrowers agree to pay on demand all costs, reasonable costs and expenses and fees incident to the performance of the obligations Agent in connection with the preparation, execution, delivery, filing for record, modification, administration and amendment of this Agreement (including, without limitation, any amendment), the Company under this AgreementNotes, the Letters of Credit, and the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. Without limiting the generality of the foregoing, the followingsuch costs and expenses shall include: accounting fees of the Company; the fees (i) reasonable attorneys’ and paralegals’ costs, expenses and disbursements of counsel for to the CompanyAgent; any roadshow (ii) extraordinary expenses incurred by of Agent in connection with the Company for airfare, hotel and other travel expenses; the cost administration of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Notes, Letters of Credit, any other Loan Document and any supplements or amendments theretothe other instruments and documents to be delivered hereunder; (iii) the filing fees of the Commission; the filing reasonable fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses of special counsel for the Agent or the Agent for the benefit of the Lenders, including fees with respect thereto and disbursements of local counsel, reasonably incurred if any, who may be retained by said special counsel with respect thereto; (iv) costs and expenses of the Agent (including reasonable attorneys and paralegal costs, expenses and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with investigatingthis Agreement, marketing the Notes, any Letters of Credit or any other Loan Document and proposing the transactions contemplated thereby; (v) sums paid or incurred by the Agent to market pay any amount or take any action required of the Securities Borrowers under this Agreement, the Notes or any Loan Document that the Borrowers fail to pay or take; (vi) the cost of any appraisal, survey, environmental audit or the retention of any other professional service or consultant commenced after the occurrence and continuation of an Event of Default and deemed reasonably necessary by the Agent; (vii) costs of inspections and periodic review of the records of Holdings or any of its Subsidiaries, including, without limitation, travel, lodging, and meals for inspections of Holdings’ and its Subsidiaries’ operations by the Agent at any time after the occurrence and during the continuation of an Event of Default; (viii) as specified in contemplation the Fee Letter, costs and expenses of performing their obligations forwarding loan proceeds, fees, interest and other payments to the Lenders; and (ix) costs and expenses (including, without limitation, attorneys’ fees) paid or incurred to obtain payment of the Obligations (including the Obligations arising under this Section 15.4), enforce the provisions of the Credit Agreement, the Notes, or any other Loan Document, or to defend any claims made or threatened against the Agent arising out of the transactions contemplated hereby (including without limitation, preparations for and consultations concerning any such matters). The Borrowers further agree to pay on demand all costs and expenses of each Lender, if any (including reasonable counsel fees and expenses), in connection with the restructuring or the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, any other Loan Document and the other documents to be delivered hereunder; but , including, without limitation, reasonable counsel fees and expenses in connection with the Company enforcement of rights under this Section 15.4. The foregoing shall not in be construed to limit any event other provisions of this Agreement, the Notes, or any other Loan Documents regarding costs and expenses to be liable to any paid by the Borrowers. All of the several Underwriters for damages on account foregoing costs and expenses may be charged, in the Agent’s sole discretion, to the Borrowers’ loan accounts as Revolving Credit Loans (notwithstanding existence of loss any Incipient Default or Event of anticipated profits from Default or the sale by them failure of the Securitiesconditions of Article 7 to have been satisfied).

Costs and Expenses. The Company will pay all costsCSSW Parent and the Borrower, expenses jointly and fees incident to severally shall, whether or not the performance transactions contemplated hereby are consummated and whether or not any of the obligations following are incurred before or after the applicable Closing Date, pay, within ten (10) Business Days after demand, (a) in accordance with the terms of the Company under this AgreementEngagement Letter, including, without limiting the generality all properly documented reasonable costs and expenses of the foregoingAgents and the Initial Lenders in connection with the preparation, negotiation, execution, due diligence, delivery, filing and recording of this Agreement and the following: accounting other Loan Documents and any other documents which may be delivered in connection herewith or therewith, including without limitation Attorney Costs and consultants fees and expenses approved by the Borrower of the Company; Administration Agent and the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfareInitial Lenders, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees (b) all properly documented reasonable costs and expenses (including legal fees and disbursementsAttorney Costs) incident to securing any required review by the FINRA of the terms of the sale of the Securities; Agents and the expensesInitial Lenders in connection with the administration of this Agreement and the other Loan Document, including in connection with any amendment, modification, waiver or consent with respect to any provision contained in this Agreement or any other Loan Document, and (c) all properly documented reasonable costs and expenses (including Attorney Costs) in connection with (i) any and all amounts which the fees Agents and disbursements the Lenders have incurred in connection with any Event of counsel for the Underwriters, Default under this Agreement or any other Loan Document and (ii) any and all amounts which any Agent or Lender has incurred in connection with the qualification enforcement or attempted enforcement of, or the investigation or preservation of any rights or remedies under, this Agreement or any other Loan Document. In addition, without duplication of amounts paid as Other Taxes pursuant to Section 4.5(c), CSSW Parent and the Securities under State securities Borrower, jointly and severally, shall pay any and all stamp and other taxes and fees payable or Blue Sky laws. The Company shall notdetermined to be payable in connection with the execution, howeverdelivery, filing and recording of this Agreement, the other Loan Documents, or any other document which may be required delivered in connection with this Agreement, and agree to hold the Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay by CSSW Parent or the Borrower in paying or omission to pay for any of such taxes and fees, provided that CSSW Parent and the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement Borrower shall not be consummated because the conditions responsible for any penalties, interest and expenses relating to such taxes 116 and fees that are determined by a court of competent jurisdiction in Section 6 hereof are not satisfieda final and non-appealable order to have arisen from fraud, gross negligence or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part willful misconduct of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesSecured Parties.

Costs and Expenses. The (a) Whether or not this Agreement becomes effective or the sale of the Units to the Underwriters is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the obligations of this Agreement by the Company under this Agreement, including, without limiting the generality of the foregoingbut not limited to, the following: accounting fees and expenses of counsel to the Company (which fees shall not exceed $150,000) and of the Company's accountants; the costs and expenses incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), Preliminary Prospectus and the Prospectus, as amended or supplemented, or the Term Sheet, the fee of the NASD in connection with the filing required by the NASD relating to the offering of the Units contemplated hereby; all expenses, including reasonable fees and disbursements of counsel for to the Company; any roadshow expenses incurred by Underwriters, in connection with the Company for airfare, hotel and other travel expensesqualification of the Units under the state securities or blue sky laws which the Representative shall designate; the cost of printing and delivering to, or as requested by, furnishing to the several Underwriters copies of the Registration Statement, each Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Agreement Among Underwriters, Selling Agreement, Underwriters' Questionnaire, Underwriters' Power of Attorney and the Blue Sky Survey Memorandum, any fees relating to the listing of the Units, Common Stock and Warrants on the Nasdaq National Market or any supplements or amendments thereto; other securities exchange, the filing cost of printing the certificates representing the securities comprising the Units, the fees of the Commission; transfer agent and warrant agent the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA cost of publication of at least three "tombstones" of the terms offering (at least one of the sale which shall be in national business newspaper and one of the Securities; which shall be in a major New York newspaper) and the expensescost of preparing at least four hard cover "bound volumes" relating to the offering, including the fees and disbursements of counsel for in accordance with the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws' request. The Company shall notpay any and all taxes (including any transfer, howeverfranchise, capital stock or other tax imposed by any jurisdiction) on sales to the Underwriters hereunder. The Company will also pay all costs and expenses incident to the furnishing of any amended Prospectus or of any supplement to be required attached to pay the Prospectus as called for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition 3(a) of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred except as otherwise set forth in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiessaid Section.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal reasonable fees and disbursementsdisbursements of Underwriters’ counsel up to $15,000) incident to securing any required review by the FINRA of the terms of the sale of the Units; the preparation, printing, authentication, issuance and delivery of certificates for the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred any stamp or transfer taxes in connection with the original issuance and sale of the Securities; the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; the registration of the Securities under the Exchange Act and the quotation of the Securities on the NASDAQ Capital Market; the printing and delivery of a blue sky memorandum; if applicable, any registration or qualification of the Securities for offer and sale under State the securities or Blue Sky lawsblue sky laws of the several states (including filing fees and fees for counsel for the Underwriters relating to such memorandum, survey, registration and qualification); and all expenses incurred by or on behalf of the Company in connection with presentations to prospective purchasers of the Units. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the . The Company shall not in any event be liable required to pay for any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnderwriters’ expenses if this Agreement is terminated pursuant to Section 12 hereof.

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

Costs and Expenses. The Company Trust will pay all costs, expenses and fees incident to the performance of the obligations of the Company Trust under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyTrust; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesTrust; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Trust shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) ), including the fees and expenses of its counsel, except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company Trust to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Trust shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Trust shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; Underwriters’ selling memorandum, the Underwriters’ invitation letter, (iv) the listing fees of the American Stock Exchange, (v) the filing fees of the Commission; (vi) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; (vii) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach of a Company representation; (viii) the fees and expenses of the registrar and transfer agent of the Units and Common Stock and the warrant agent of the Warrants, and (ix) the fees and expenses, including the reasonable fees and disbursements of counsel counsel, for the Underwriters, incurred in connection with the qualification of the Securities under State state securities or blue sky laws including the “Blue Sky lawsSurvey” and “World Sky Survey” and any supplements or amendments thereto. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State state securities or Blue Sky blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this AgreementAgreement and in connection with the Acquisitions, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoUnderwriters' Invitation Letter; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA fee of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsNasdaq Stock Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsthe NASD fee) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 11(b)(i) or 11(b)(vi) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, parties agree that the Underwriters shall not be responsible for the following expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (1) accounting fees of the Company; (2) the fees and disbursements of counsel for the CompanyCompany and the Selling Shareholders; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (3) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, Prospectuses and the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; (4) the filing fees of the Commission; (5) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (6) and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Nothing herein, however, shall prevent the Company and the Selling Shareholders from apportioning such costs among themselves under separate agreements. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Selling Shareholders pro rata. The Company and the Selling Shareholders shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Selling Shareholders shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectusespreliminary prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the any Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriter caused by a breach of the representation in Section 1; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 9 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities offering of the Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the Listing Fee of the American Stock Exchange; the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company will pay all costsfollowing fees, costs and expenses and fees incident to the performance charged or incurred by Lender as a result of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident Loan to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred Borrower in connection with the qualification Requested Actions, this Agreement and the actions contemplated hereunder shall be the obligations of Borrower and paid by Borrower on or prior to the consummation of the Securities under State securities Requested Actions (except as otherwise provided herein): (i) reasonable attorney’s fees incurred by Lender’s counsel or Blue Sky lawsServicer’s counsel; (ii) any mortgage, intangible and like taxes which may be due and payable on account of the Loan; (iii) any title search fees and premiums for title endorsements required by Lender; (iv) all out of pocket costs and expenses incurred by Lender or Servicer, including but not limited to, Lender’s administration fees; (v) a fee in the amount of one percent (1.0%) of the outstanding principal balance of the Note, half of which was paid to Lender by Borrower prior to the date hereof and the remainder of which shall be paid by Borrower on or before the consummation of the Requested Actions); and (vi) rating agency fees and expenses, if applicable (collectively, the “Costs and Expenses”). The Company shall not, however, be required to pay for any effectiveness of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated subject to and conditioned upon payment by Borrower of the Representative foregoing fees, costs and expenses. If this Agreement becomes null and void, pursuant to Section 11 hereof3 above, or by reason of otherwise, Borrower shall pay the amounts set forth in subsections (i), (ii), (iii), (iv), and (vi), but shall not have any failure, refusal or inability on obligation to pay the part remaining half of the Company amount set forth in subsection (v) above. To the extent that Borrower fails to perform any undertaking or satisfy any condition of obligation under this Agreement or to comply with any of the terms hereof on its part to be performedSection 13, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Guarantor shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to for any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesand all Costs and Expenses.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee; and all reasonable and documented out-of-pocket costs and expenses in connection with any roadshow. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky lawslaws or in connection with securing any required review by FINRA) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes.

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

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsFINRA. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 5 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares and, further, in no event shall the Issuer be responsible for expenses of the Underwriters in excess of $250,000.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company or the Selling Shareholders, as the case may be. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the ; fees and expenses related to Blue Sky Survey and any supplements or amendments theretomatters; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNASD. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 8 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 7 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal 16 15 failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Blue Sky Survey Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursementsdisbursements of Underwriters counsel) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; and the expenses, including the filing fees and disbursements of counsel for the Underwriters, incurred in connection with the expenses incident to qualification of the Securities under State securities or Blue Sky lawslaws (including reasonable legal fees and disbursements of Underwriters counsel) and the Listing Fee of The New York Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters costs, expenses and fees (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky lawslaws and those of counsel of the Underwriters related thereto) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares. The reimbursement obligations of the Company pursuant to this Section 5 shall survive termination of this Agreement.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 11(b)(1) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

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

Costs and Expenses. The Subject to the Registration Rights Agreement, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Stockholder under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the CompanyCompany and one counsel selected by the Selling Stockholder; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter; (iv) any roadshow expenses incurred by of the Company for airfare, hotel and its representatives (other travel expensesthan the Underwriter); (v) the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the listing application, any Blue Sky Survey and survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission, if any; (vii) the filing fees and expenses (including legal fees and disbursementsdisbursements of counsel to the Underwriter in an amount not to exceed $10,000) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities Shares under State foreign or state securities or Blue Sky lawslaws and the preparation, printing and distribution of a Blue Sky memorandum (including the related fees and expenses of counsel for the Underwriter in an amount not to exceed $10,000). The Company shall not, however, be required to pay for any underwriting discounts and commissions, incentive or advisory fees payable to the Underwriter in connection with the transactions contemplated hereby or transfer taxes, if any, on behalf of the Underwriters’ Selling Stockholder, which shall be paid by the Selling Stockholder. In addition, Company shall not be required to pay for any of the Underwriter’s expenses (other than those all the expenses and fees related to qualification under FINRA regulations regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Stockholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket and documented expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but neither the Company nor the Selling Stockholder shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements, which shall equal $10,000) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii); and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters (which shall equal $5,000), incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Selling Shareholders shall not, however, be required to pay for any of the Underwriters’ expenses Underwriter’s expenses, including fees of their counsel (other than those related to qualification under FINRA NASD regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; if necessary, the costs and expenses of qualifying the Securities for sale under state or foreign securities or “blue sky” laws; and the expensesListing Fee of the American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of investigative search firms of the Representative’s choice to conduct an investigation of each individual named in the Preliminary Prospectus or the Prospectus as a sponsor, including officer, director or special advisor to the fees Company and disbursements of counsel will reimburse the Underwriters for expenses incurred by the Underwriters, incurred Underwriters in connection with the qualification any “road show” or other presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits, up to a maximum amount of $55,000. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Whether or not the Registration Statement becomes effective, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the to Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectus, the Prospectus, this Agreement, the Blue Sky Survey Agreement Among Underwriters, the Selected Dealer Agreement, the Underwriters' Questionnaire and Power of Attorney, and any blue sky survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA SEC and the NASD of the terms of the sale of the SecuritiesShares; any applicable listing fees; the cost of printing certificates representing the Shares; the cost and charges of any transfer agent or registrar; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification or exemption of the Securities Shares under State securities applicable blue sky laws and the laws of any foreign jurisdiction. Each of the Selling Stockholders will pay all costs, expenses and fees incident to the performance of its or Blue Sky lawshis obligations under this Agreement. The Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company shall notor such Selling Stockholder, as appropriate. Neither the Company nor the Selling Stockholders shall, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification or exemption under FINRA regulations blue sky and State securities or Blue Sky foreign laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof unless such termination results from a failure to satisfy a condition due to the default or omission of any Underwriter (including any default under Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any UnderwriterUnderwriter (including any default under Section 10 hereof), then the Company shall reimburse the several Underwriters for reasonable all of their out-of-pocket costs and expenses, including attorneys' fees and out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; , but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares. The Company and the Selling Stockholders may agree, as among themselves as to any further allocation among themselves of the respective amounts of such costs for which they each shall be responsible under this Agreement.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under Except as specifically set forth in this Agreement, includingHTI will be solely responsible for all costs and expenses in providing the PASS Services and the MBTA Services to Subscribers in Enabled Vehicles and LCT Enabled Vehicles, without for the HTI Operational System, *** except to the extent ***. Without limiting the generality of the foregoing, in the following: accounting fees event that, during the Term and for such additional time periods as are provided for in Sections 27(a) or 27(b), regulatory changes imposed by a Governmental Entity or a discontinuation of the Company; availability of a necessary telecommunications service would result in the fees and disbursements interruption, disruption, degradation or discontinuation in, to or of counsel for the Company; any roadshow expenses incurred Telematics Services or Approved Other Telematics Services provided to an MCG Vehicle during the Base Warranty period applicable to such MCG Vehicle, HTI shall be required to develop technically feasible changes as shall be determined by HTI, but subject to approval by the Company processes set forth in Exhibit P and MBUSA’s change notice processes, to avoid the interruption, disruption, degradation or discontinuation in, to or of the provision of such Telematics Services or Approved Other Telematics Services via such HTI Telematics Communicators, and shall, notwithstanding anything contained in Section 37, be obligated to offer, and make such upgraded HTI Telematics Communicators available, to applicable Subscribers (it being understood that (i) HTI has no obligation to make changes required to provide Telematics Services or Approved Other Telematics Services not subscribed to by the applicable Subscriber immediately prior to the regulatory change or discontinuation of availability of telecommunications service, (ii) HTI shall not be responsible for airfare, hotel and other travel expenses; the cost of printing and delivering to, retrofitting or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred replacing existing HTI Telematics Communicators in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company upgrades contemplated by this Section 2(g), and shall not, however, not be required to pay offer the upgraded HTI Telematics Communicators to customers at a discounted cost, (iii) HTI shall supply MBUSA’s manufacturing Affiliates, at *** with such Affiliates’ requirement of such upgraded HTI Telematics Communicators for factory installation thereof in new MCG Vehicles and (iv) the cost of any replacement HTI Telematics Communicators in existing Enabled Vehicles necessitated as a result of regulatory changes or discontinuation of necessary telecommunications services shall be borne by Subscribers, and HTI shall ensure that the UnderwritersSubscriber Agreement clearly sets forth Subscribers’ expenses responsibilities with respect to the same). HTI shall be solely responsible for making, at its own expense, any changes required by any Governmental Entity to the HTI Operational System or to the way in which Telematics Services and Approved Other Telematics Services are to be provided (other than those related changes in the HTI Telematics Communicators which are governed by the preceding sentence), and, subject to qualification under FINRA regulations the foregoing and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because notwithstanding anything to the conditions contrary in Section 6 hereof 37, HTI shall timely and at its own expense implement such changes as are not satisfied, or because this Agreement is terminated by necessary to avoid interruption in the Representative pursuant delivery of Telematics Services and Approved Other Telematics Services to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesSubscribers.

Costs and Expenses. The Company will pay all costs, Each of the Tag-Along Sellers shall be severally responsible for its proportionate share (apportioned pro rata based on the number of Shares the Tag-Along Sellers are Transferring in such transaction) of the third-party expenses and fees incident of the Transfer incurred by the Sponsor Investors in connection with such Transfer (except to the performance of the obligations of extent paid or reimbursed by the Company under this Agreementor the Proposed Transferee) and liabilities for indemnification with respect to breaches of representations and warranties made in connection with such Transfer by the Company or any of its Subsidiaries or by the Tag-Along Sellers with respect to the Company, including, without limiting the generality any of the foregoing, the following: accounting fees its Subsidiaries or any of the Company’s or its Subsidiaries’ businesses, and shall also include amounts paid into escrow or subject to holdbacks, and amounts subject to post-closing purchase price adjustments; provided, however, that all such obligations are on a several and not joint basis to the fees Tag-Along Sellers based on the number of Shares Transferred by the Tag-Along Sellers in such Transfer. The foregoing notwithstanding, (A) the amount of such obligations and disbursements liabilities for which each Tag-Along Seller shall be responsible shall not exceed the consideration actually received by such Tag-Along Seller in such Transfer, (B) a Tag-Along Seller shall not be required to make any representations or warranties in connection with such Transfer except with respect to such Tag-Along Seller, the ownership of counsel and title to its Shares and Options, its organization, its authority and its absence of conflicts and consents, (C) a Tag-Along Seller shall not be responsible for any indemnification obligations and liabilities (other than through escrow or holdback arrangements if the Company; breaching Tag Along Seller indemnifies the other Tag Along Sellers for such liabilities) for breaches of representations and warranties and related escrow or holdback claims made by any roadshow other Tag-Along Seller with respect to such other Tag-Along Seller’s (1) ownership of and title to its, his or her Shares, (2) organization, (3) authority or (4) absence of conflicts and consents and any other matter concerning such other Tag-Along Seller, or for breaches of any covenant specifically relating to a Stockholder made by any other Tag-Along Seller, and (D) no Tag-Along Seller that is a Financial Investor shall be required in connection with such Transfer to (x) be subject to any restrictive covenant that the Sponsor Investors are not also subject to or (y) enter into any (1) covenant or agreement not to solicit or hire employees (unless such covenant or agreement (A) excludes portfolio companies of such Financial Investor, except where such Financial Investor directs, encourages or facilitates such solicitation or hiring and (B) excludes general solicitations (e.g., newspaper advertisements and hiring fairs) not targeted at specific employees) or (2) covenant not to compete. All costs and expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred its Subsidiaries in connection with the qualification of the Securities under State securities proposed Transfer pursuant to this Section 4.4 (whether or Blue Sky laws. The Company shall notnot consummated), howeverincluding all attorneys’ fees and expenses, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, will be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated paid by the Representative pursuant to Company or its Subsidiaries. Except as otherwise set forth in this Section 11 hereof4.4(c)(iii), any costs and expenses incurred by or by reason on behalf of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable outall Tag-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred Along Sellers in connection with investigating, marketing and proposing any proposed Transfer pursuant to market this Section 4.4 (whether or not consummated) will be borne by the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesapplicable Tag-Along Seller.

Costs and Expenses. The (a) Whether or not this Agreement becomes effective or the sale of the Units to the Underwriter is consummated, the Company will pay all costs, costs and expenses and fees incident to the performance of the obligations of this Agreement by the Company under this Agreement, including, without limiting the generality of the foregoingbut not limited to, the following: accounting fees and expenses of counsel to the Company (which fees shall not exceed $150,000) and of the Company's accountants; the costs and expenses incident to the preparation, printing, filing and distribution under the Act of the Registration Statement (including the financial statements therein and all amendments and exhibits thereto), Preliminary Prospectus and the Prospectus, as amended or supplemented, or the Term Sheet, the fee of the NASD in connection with the filing required by the NASD relating to the offering of the Units contemplated hereby; all expenses, including reasonable fees and disbursements of counsel for to the Company; any roadshow expenses incurred by Underwriter, in connection with the Company for airfare, hotel and other travel expensesqualification of the Units under the state securities or blue sky laws which the Underwriter shall designate; the cost of printing and delivering to, or as requested by, furnishing to the Underwriters Underwriter copies of the Registration Statement, each Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, Agreement Among Underwriter (if necessary); Selling Agreement, Underwriters' Questionnaire, Underwriters' Power of Attorney and the Blue Sky Survey Memorandum, any fees relating to the listing of the Units, Common Stock and Warrants on the Nasdaq Small Cap Market or any supplements or amendments thereto; other securities exchange, the filing cost of printing the certificates representing the securities comprising the Units, the fees of the Commission; transfer agent and warrant agent the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA cost of publication of at least three "tombstones" of the terms offering (at least one of the sale which shall be in national business newspaper and one of the Securities; which shall be in a major New York newspaper) and the expensescost of preparing at least four hard cover "bound volumes" relating to the offering, including the fees and disbursements of counsel for the Underwriters, incurred in connection accordance with the qualification of the Securities under State securities or Blue Sky lawsUnderwriter's request. The Company shall notpay any and all taxes (including any transfer, howeverfranchise, capital stock or other tax imposed by any jurisdiction) on sales to the Underwriter hereunder. The Company will also pay all costs and expenses incident to the furnishing of any amended Prospectus or of any supplement to be required attached to pay the Prospectus as called for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition 3(a) of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred except as otherwise set forth in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiessaid Section.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the ; fees and expenses related to Blue Sky Survey and any supplements or amendments theretomatters; the filing fees of the Commission; and the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsNASD. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 8 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 7 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Whether or not the Registration Statement becomes effective, the Company and the Selling Stockholders (to the extent of their prorata share based on the number of Shares sold by each) will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Underwriting Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the to Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectusespreliminary prospectus, the Prospectus, this Underwriting Agreement, the Agreement Among Underwriters, the Selected Dealer Agreement, Underwriters' Questionnaire and Power of Attorney, and the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the filing or listing fees imposed with respect to listing of the Shares on The Nasdaq Stock Market's National Market, and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws and the laws of any foreign jurisdiction. The Any transfer taxes imposed on the sale of the Shares to the Underwriters will be paid by the Company. Neither the Company nor the Selling Stockholders shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Underwriting Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Underwriting Agreement is terminated by the Representative pursuant to Section 11 hereof6 hereof (other than by reason of the failure of the events described in the first sentence of Section 6(d)), or by reason of any failure, refusal or inability on the part of the Company or any of the Selling Stockholders to perform any undertaking or satisfy any condition of this Underwriting Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability to comply with said terms is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for all of their actual, accountable out-of-pocket costs and expenses, including reasonable attorneys' fees and out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; , but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay (directly or by reimbursement) all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of preparing, printing and delivering to, or as requested by, the Underwriters copies filing of the Registration Statement, Preliminary ProspectusesProspectuses and the Prospectus and any amendments and supplements thereto and the printing, mailing and delivery to the Issuer Free Writing Prospectuses, the Prospectus, Underwriters and dealers of copies thereof and of this Agreement, any Selected Dealers Agreement, the Underwriters' Selling Memorandum, any Blue Sky Survey Memorandum and any supplements or amendments theretothereto (excluding, except as provided below, fees and expenses of counsel to the Underwriters); the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursementsdisbursements of counsel for the Underwriters) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares (including any fees, expenses, legal fees or disbursements incident to qualification of Xxxx Xxxxxxxx Incorporated as a "Qualified Independent Underwriter" with respect to the sale of Shares); listing fees, if any, transfer taxes and the expenses, including the fees and disbursements of counsel for the Underwriters, Underwriters incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws; the fees and expenses incurred in connection with the designation of the Shares on the Nasdaq National Market; the costs of preparing stock certificates; the costs and fees of any registrar or transfer agent and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5. In addition, the Company will pay all travel and lodging expenses incurred by management of the Company in connection with any informational "road show" meetings held in connection with the offering and will also pay for the preparation of all materials used in connection with such meetings. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification of the Shares under FINRA regulations and State state securities or Blue Sky lawslaws and those incident to securing any required review by the NASD of the terms of the sale of the shares) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 10(b) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms shall be due primarily to the default or omission of any Underwriter, then the Company shall promptly upon request by the Representatives reimburse the several Underwriters for reasonable all out-of-pocket accountable expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectuses, the any Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey New York Stock Exchange supplemental listing application and any supplements or amendments theretoto any of the foregoing; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (vi) any listing fee of the New York Stock Exchange; (vii) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b); (viii) the cost of preparing (including printing), issuing and delivering to the Underwriters the Shares; (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares; and (x) the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky lawslaws and the cost of printing or producing any Blue Sky or legal investment memoranda in connection with the offer and sale of the Shares. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters' Selling Memorandum and the Underwriters' Invitation Letters, this Agreementif any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursementsdisbursements other than those of Underwriters' counsel except as set forth below) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, not to exceed $5,000 (assuming the Shares are listed on the American Stock Exchange), incurred in connection with (i) the qualification of the Securities Shares under State state securities or Blue Sky lawslaws or (ii) the Blue Sky Survey and any supplements or amendments thereto. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunderhereunder in an amount not to exceed $100,000, in each case following reasonably detailed invoices therefor; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification Listing Fee of the Securities under State securities or Blue Sky lawsAmerican Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 10(a)(i) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their its obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel road show expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws which shall not exceed $5,000. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfiedsatisfied (other than the conditions in Section 6(d)), or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, 9 hereof or by reason Section 11(a) hereof (except for the occurrence of any failureevent specified in clauses (ii), refusal (iii), (iv), (v) or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter(viii)), the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and fees for an investigative search firm of the expenses, including Representative’s choice to conduct an investigation of the principals of the Company and any related persons; the fees and disbursements of Xxxxxxxx Xxxxxx, counsel for the Underwriters, incurred in connection with Underwriters and all other costs and expenses customarily borne by an issuer incident to the qualification performance of the Securities under State securities or Blue Sky lawsits obligations herein which are not specifically provided for herein. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters’ Selling Memorandum, the Underwriters’ Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $[ ], plus disbursements). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoapplicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing agreement for the New York Stock Exchange; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws, up to a maximum aggregate amount of $3,000 (excluding filing fees imposed by the relevant jurisdictions). Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their respective obligations hereunder; , but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by any of them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriters up to a maximum amount of $[15,000], incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable all out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

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

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Custodian Agreement and related Power of Attorney, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholders. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $40,000, plus disbursements). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' invitation letter, the listing application, the Blue Sky Survey survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by NASD Regulation, Inc. (the FINRA "NASD") of the terms of the sale of the SecuritiesShares; the listing fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA NASD regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iv) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Agreement and any supplements or amendments thereto; (v) the filing fees of the Commission; (vi) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; (vii) the listing fee of the Nasdaq Capital Market; (viii) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b); and (ix) the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes, stamp duties or other taxes or duties imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) ), except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 Sections 11(a)(i) or 11(a)(vii) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder. Each Selling Stockholder will pay all costs, expenses and fees incident to the performance of such Selling Stockholder’s obligations hereunder which are not specifically provided for in this Section 6, including (i) any fees and expenses of counsel for such Selling Stockholder; but (ii) such Selling Stockholder’s pro rata share of the fees and expenses of the Agent and Custodian; and (iii) all expenses, stamp duties, transfer taxes and other taxes, and duties incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder. The provisions of this Section shall not affect any agreement that the Company shall not in any event be liable to any and the Selling Stockholders may make for the sharing of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiessuch costs and expenses.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and reasonable expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; costs and expenses incident to listing the Shares on The Nasdaq Global Market; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(c) hereof; and the reasonable expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfiedsatisfied (unless such failure is due primarily to the default or omission of any Underwriter), or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholder; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesNASD; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that the Selling Shareholder engages special legal counsel to represent him in connection with this offering, the fees and expenses of such counsel shall be borne by the Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholder to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholder shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters’ Selling Memorandum, the Underwriters’ Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Units under State securities or Blue Sky lawslaws (such fees to be fixed at $[ ], plus disbursements). The Company agrees to pay all direct costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

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

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; its share of any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters’ Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the New York Stock Exchange; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, Agreement and the Blue Sky Survey and any supplements or amendments theretoListing Application; the filing fees of the Commission; the filing fees fees, costs and expenses (including legal fees and disbursementsdisbursements of Underwriters’ counsel) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; if necessary, the costs and the expenses, expenses (including the fees and disbursements of counsel Underwriters’ counsel) of qualifying the Securities for sale under state or foreign securities or “blue sky” laws; and the Listing Fee of the American Stock Exchange. The Company will also pay (or reimburse the Representative upon demand for) the cost of an investigative search firm (up to a maximum of $___) of the Representative’s choice to conduct an investigation of each individual named in the Preliminary Prospectus or the Prospectus as a sponsor, officer, director or special advisor to the Company and will reimburse the Underwriters for the Underwriters, out-of-pocket expenses incurred by the Underwriters in connection with the qualification any “road show” or other presentations to prospective purchasers of the Securities under State securities or Blue Sky lawsUnits. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations except as otherwise specifically provided herein and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or satisfied by reason of any failure, failure or refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, failure or refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company will pay all costs, All costs and expenses and fees incident to incurred by the performance of the obligations of the Company Servicer in carrying out its duties under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing including all fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification enforcement of Contracts (including enforcement of defaulted Contracts and repossessions of Manufactured Homes securing such Contracts), shall be paid by the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of Servicer and the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement Servicer shall not be consummated because entitled to reimbursement hereunder, except to the conditions extent such reimbursement is specifically provided for in Section 6 hereof this Agreement. Notwithstanding the foregoing, the Servicer shall be reimbursed out of the Liquidation Proceeds of a defaulted Contract for Liquidation Expenses incurred by it in realizing upon the related Manufactured Home and any related Mortgaged Property, including, but not limited to: (i) costs of refurbishing and securing such Manufactured Home; (ii) transportation expenses incurred in moving the Manufactured Home; (iii) reasonable legal fees and expenses of outside counsel; (iv) rental expenses (including the payment of rent not paid by the defaulting Obligor) incurred in maintaining a leasehold interest for the Manufactured Home; and (v) sales commissions paid to (a) Persons that are not satisfiedAffiliates of the Servicer or (b) Affiliates of the Servicer, or because if such sales commission is no greater than the sales commission that would be paid to a Person that is not an Affiliate of the Servicer. The Servicer shall not incur the foregoing Liquidation Expenses unless it determines in its good faith business judgment that incurring such expenses will increase the Net Liquidation Proceeds from such Manufactured Home. Notwithstanding anything in this Agreement is terminated by to the Representative pursuant to Section 11 hereofcontrary, or by reason of any failure, refusal or inability on the part of so long as the Company is the Servicer, the Servicer, in its sole discretion, may, but is not obligated to, liquidate a defaulted Contract by depositing into the Certificate Account, as Liquidation Proceeds, an amount equal to perform any undertaking or satisfy any condition (i) the outstanding principal balance of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily Contract plus accrued and unpaid interest thereon to the default or omission of Due Date in the Due Period in which such deposit is made less (ii) $2,000. The Servicer shall not be reimbursed for any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably Liquidation Expenses incurred in connection with investigating, marketing such Contract and proposing to market the Securities or shall retain any liquidation proceeds thereafter collected in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesliquidating such Contract.

Costs and Expenses. The Company and CPS will pay upon receipt of a written request therefor all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and will, jointly and severally, reimburse the Underwriters for all reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Certificates or in contemplation of performing the Underwriters' obligations hereunder and including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Final Prospectuses, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, the listing application in respect of the Certificates, the Blue Sky Survey Survey, if any, and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) any fees charged by the filing Rating Agencies for rating the Certificates; and (vi) the fees and expenses (of the Trustee, including legal the fees and disbursements) incident disbursements of counsel for the Trustee, in connection with the Certificates, the Pooling and Servicing Agreement and the other Basic Documents to securing any required review by which the FINRA of the terms of the sale of the Securities; Trustee is a party and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Certificates under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if If this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by each of the Representative Underwriters pursuant to Section 11 12 hereof (other than on the basis of a default by the Underwriters pursuant to Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company or CPS to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company and CPS, jointly and severally, shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Certificates or in contemplation of performing their obligations hereunderhereunder upon receipt of a written request therefor; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesCertificates. Except to the extent expressly set forth in this Section 6, the Underwriters shall each be responsible for their own costs and expenses, including the fees and expenses of their counsel.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, Prospectus and this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements of counsel for expenses incurred with respect to the Underwriters, incurred in connection with the qualification listing of the Securities under State securities or Blue Sky lawsShares on the Nasdaq Stock Market. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 6 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any the Underwriter, then the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their its obligations hereunder; but the Company shall not in any no event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them it of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, Statutory Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesNotes; any fees payable in connection with the rating of the Notes; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State state securities or Blue Sky laws; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters’ Selling Memorandum, the Underwriters’ Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach by the Company of a representation; and the expenses, including the reasonable fees and disbursements of one counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of one counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsLaws. The Company agrees to pay all costs and expenses of the Underwriters, including the reasonable fees and disbursements of one counsel for the Underwriters, incident to the offer and sale of Directed Units by the Underwriters to employees and persons having business relationships with the Company. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter's expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky lawsLaws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey NASDAQ Capital Market listing application, and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the listing and application fees of the NASDAQ Capital Market; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, expenses incurred in connection with the preparation, printing and delivery of a blue sky memorandum, and any registration or qualification of the Securities for offer and sale under the State securities or Blue Sky lawslaws of the several states (including filing fees and fees for counsel for the Underwriters relating to such memorandum, registration and qualification). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to the blue sky memorandum and the qualification of the Securities by FINRA and under FINRA regulations and the State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and in connection with the Founding Company Mergers, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including disbursements but excluding legal fees and disbursementsof counsel to the Underwriters) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; and the expenses, including the fees and disbursements Listing Fee of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky lawsThe New York Stock Exchange. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsNASD regulations) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' invitation letter, the listing application, the Blue Sky Survey survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to incurred in connection with securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the listing fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any Selling Shareholder engages special legal counsel to represent it in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder, except as otherwise provided in the registration rights agreements between the Company and certain Selling Shareholders. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA NASD regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereofhereof , or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Sellers shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements of Underwriters’ counsel up to a maximum of $20,000 of such fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach of a representation; and the expenses, including ; the fees registration of the Securities under the Exchange Act and disbursements the quotation of counsel for the Underwriters, incurred Securities on the OTC Bulletin Board; the printing and delivery of a blue sky memorandum and the Secondary Market Trading Survey (as defined in connection with the Section 6(k) hereof); and any registration or qualification of the Securities for offer and sale under the State securities or Blue Sky lawslaws of the several states (including filing fees and fees for counsel for the Company relating to such memorandum, survey, registration and qualification). The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreementthe Underwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, if any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, expenses incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company Issuer shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

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

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and in connection with the Founding Company Mergers, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments theretoUnderwriters' Invitation Letter; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the NASDAQ NMS; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky lawslaws if any qualification is required. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of directed shares of the Common Stock by the Underwriters to employees and persons having business relationships with the Company and its Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company shall pay (and for the avoidance of doubt, neither the Underwriters nor K Equity will incur any obligation to pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, for any of) the following: accounting fees of the Company; any of the Company’s fees and expenses relating to the exercise of the Warrants (other than, for purposes of clarification, the payments of the exercise price therefor); the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company fees and disbursements of counsel for airfare, hotel K Equity as and other travel expensesto the extent provided in the Investor Rights Agreement; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Prospectus and any supplements or amendments thereto, and any Blue Sky Survey, if required; the filing fees of the Commission; the filing fees and expenses (including any legal fees and disbursements, including reasonable fees of one counsel to the underwriters, in an amount not to exceed $30,000) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; any fees and expenses relating to the listing of the Shares on the New York Stock Exchange; and the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(a)(ii); the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The In addition the Company shall not, however, be required to pay for any one half of the Underwriters’ expenses (other than those related cost of any chartered aircraft or motor vehicles used in connection with the road show to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if market the Shares to potential investors. Any transfer taxes imposed on the sale of the Warrants to the several Underwriters will be paid by K Equity. If this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or K Equity to perform in all material respects any undertaking or satisfy any condition of this Agreement or to comply in all material respects with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company K Equity shall reimburse the several Underwriters for their reasonable out-of-pocket expensesexpenses actually incurred through the date of termination, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but . The foregoing shall not affect the liability (if any) of the Company shall not or K Equity for indemnification and contribution as provided in any event be liable to any Section 8 of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securitiesthis Agreement.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriter copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the Securities; and the expenses, including the fees and disbursements of counsel for the UnderwritersUnderwriter, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriter pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any the Underwriter, the Company shall reimburse the several Underwriters Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Underwriter for damages on account of loss of anticipated profits from the sale by them the Underwriter of the Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Initial Purchaser copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Offering Memorandum and any supplements or amendments theretothereto and the printing and production of all other documents connected with the transactions contemplated herein (including this Agreement, the Indenture, the Registration Rights Agreement and any other related agreements); the filing fees listing fee of the CommissionNew York Stock Exchange; the filing expenses arising from having the Securities designated as eligible for trading in the PORTAL market; the expenses associated with the preparation, issuance and delivery to the Initial Purchaser of the Securities; the fees and expenses (of the Trustee, including legal fees and disbursements) incident to securing any required review by expenses of its counsel; the FINRA expenses of the terms of the sale of "roadshow" and any other meetings with prospective investors in the Securities; the costs and expenses of advertising relating to the Offering (other than advertising costs and expenses that the Initial Purchaser expressly agrees to pay); and the expenses, including the reasonable fees and disbursements of counsel for the UnderwritersInitial Purchaser, incurred in connection with the qualification of the Securities under State state securities or "Blue Sky Sky" laws. The Company shall not, however, be required to pay for any of the Underwriters’ Initial Purchaser's expenses (other than those related to qualification under FINRA regulations and State state securities or "Blue Sky Sky" laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Initial Purchaser pursuant to Section 11 9 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriterthe Initial Purchaser, the Company shall reimburse the several Underwriters Initial Purchaser for reasonable out-of-pocket expenses, including fees and disbursements of counselDavis Polk & Wardwell, counsel for the Initial Purchaser, reasonably incurred in connection xxxxxxxx xn cxxxxxxxxn with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters Initial Purchaser for damages on account of loss of anticipated profits from the sale by them the Initial Purchaser of the Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the its obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters Underwriters, copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Questionnaire, the Invitation Letter, the applicable listing agreement for the New York Stock Exchange, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the fees incident to the listing agreement for the New York Stock Exchange; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof (other than a termination as a result of a failure to satisfy the condition set forth in subparagraph (d) of Section 6 hereof), or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; , but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company and CPS will pay upon receipt of a written request therefor all costs, expenses and fees incident to the performance of the obligations of the Company and CPS under this AgreementAgreement and will, jointly and severally, reimburse the Underwriters for all reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Notes or in contemplation of performing the Underwriters' obligations hereunder and including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the CompanyXxxxx, Xxxxx & Xxxxx; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Final Prospectuses, the Issuer Free Writing ProspectusesFinal Prospectus, the ProspectusPrivate Placement Memorandum, this Agreement, the listing application in respect of the Class A Notes, the Blue Sky Survey Survey, if any, and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) any fees charged by the filing Rating Agencies for rating the Notes; and (vi) the fees and expenses (of the Trustee and the Owner Trustee, including legal the fees and disbursements) incident disbursements of counsel for the Trustee and counsel for the Owner Trustee, in connection with the Notes, the Sale and Servicing Agreement and the other Basic Documents to securing any required review by which the FINRA of Trustee or the terms of the sale of the Securities; Owner Trustee, as applicable, is a party and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if If this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by each of the Representative Underwriters pursuant to Section 11 12 hereof (other than on the basis of a default by the Underwriters pursuant to Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company or CPS to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company and CPS, jointly and severally, shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunderhereunder upon receipt of a written request therefor; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes. Except to the extent expressly set forth in this Section 6, the Underwriters shall each be responsible for their own costs and expenses, including the fees and expenses of their counsel.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the -15- 16 foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfare, hotel and other travel expensesSelling Shareholders; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fee of the NASD; and the Listing Fee of the Nasdaq National Market. [The Selling Shareholders have agreed with the Company to reimburse the Company for a portion of such expenses. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses (including legal fees and disbursements) incident to securing any required review of such counsel shall be borne solely by the FINRA of the terms of such Selling Shareholder. Any transfer taxes imposed on the sale of the Securities; and Shares to the expenses, including several Underwriters will be paid by the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. Sellers pro rata.] The Company Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsNASD regulation) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey listing application, the blue sky survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the listing fee of the NYSE; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1(b); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky blue sky laws. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of Directed Shares by the Underwriters to employees and persons having business relationships with the Company and the Subsidiaries. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State state securities or Blue Sky blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the ProspectusUnderwriters’ Selling Memorandum and the Underwriters’ Invitation Letter, this Agreementif any, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and the Listing Fee of the American Stock Exchange; the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws; and any travel expenses of the Company’s officers and employees and other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.in

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Listing Application, the Blue Sky Survey Memorandum and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including disbursements, but excluding legal fees and disbursementsof counsel to the Underwriters) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the NASDAQ Stock Market; and the expenses, expenses (including the disbursements but excluding legal fees and disbursements of counsel for the Underwriters, ) incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counselcounsel not to exceed $300,000, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, if any, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky blue sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of the Reserved Shares. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay or reimburse if paid by the Underwriter all costs, reasonable costs and expenses and fees incident to the performance of the obligations of the Company under this AgreementAgreement and in connection with the transactions contemplated hereby, includingincluding but not limited to costs and expenses of or relating to (i) the preparation, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies filing of the Registration Statement, each Preliminary Prospectuses, the Issuer Free Writing Prospectuses, Prospectus and the Prospectus, this Agreementand any amendment or supplement to any of the foregoing and the printing and furnishing of copies of each thereof to the Underwriter and dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares and the printing, delivery, and shipping of the certificates representing the Shares, (iii) the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of such jurisdictions designated pursuant to Section 3(f), (including the reasonable legal fees and filing fees, and other disbursements of counsel to the Underwriter in connection therewith), and, if reasonably requested by the Underwriter, the Blue Sky Survey preparation and printing and furnishing of copies of any supplements or amendments thereto; blue sky surveys to the filing fees of Underwriter and to dealers, (iv) the Commission; the filing fees and expenses of any transfer agent or registrar for the Shares, (v) any filings required to be made by the Underwriter or the Company with FINRA, and the reasonable fees, disbursements and other charges of counsel for the Underwriter in connection therewith (including legal fees all COBRADesk fees), (vi) fees, disbursements and disbursementsother charges of counsel to the Company (except as otherwise set forth below), (vii) incident to securing any required review by listing fees, if any, for the FINRA listing or quotation of the terms of Shares on the sale of the Securities; and the expensesNasdaq Global Market, including the (viii) fees and disbursements of counsel for the Underwriters, Company’s auditor incurred in connection with delivering the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawsletter(s) except that, if this Agreement shall not be consummated because the conditions described in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition 5(j) of this Agreement or to comply with any of Agreement, (ix) the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expensesexpenses of the Underwriter (including the reasonable fees, including fees disbursements and disbursements other charges of counsel, reasonably incurred one counsel to the Underwriter (in addition to (iii) and (v) of this Section 4) in connection with investigatingthe performance of services hereunder, marketing and proposing to market (x) the Securities or in contemplation costs and expenses of performing their obligations hereunder; but the Company shall in connection with the marketing of the offering and the sale of the Shares to the Underwriter including, but not in any event be liable limited to, those 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 written consent of the several Underwriters for damages on account of loss of anticipated profits from Company in connection with the sale road show presentations, travel, lodging and other expenses incurred by them the officers of the SecuritiesCompany and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show. Notwithstanding the foregoing, except as set forth in Section 8, in no event shall the Company be obligated to reimburse the Underwriter pursuant to this Section 4 in an amount in excess of (i) $30,000 in the aggregate for the reasonable out-of-pocket expenses of the Underwriter (other than the reasonable fees, disbursements and other charges of one counsel to the Underwriter) and (ii) $125,000 in the aggregate for the reasonable fees, disbursements and other charges of one counsel to the Underwriter.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters’ Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation in Section 1((b); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company Issuer will pay all costs, expenses and fees incident to the performance of the obligations of the Company Issuer under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the CompanyIssuer; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expensesIssuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statementany Preliminary Prospectus, Preliminary Prospectuses, the any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Blue Sky Survey Prospectus and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable and documented legal fees and disbursementsdisbursements of counsel for the Underwriters) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesShares; the Listing Fee of The Nasdaq Global Market; and the expenses, expenses (including the reasonable and documented fees and disbursements of counsel for the Underwriters, Underwriters up to a maximum amount of $5,000) incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Company Issuer shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) laws as described above), including without limitation, the fees and expenses of counsel to the Underwriters (other than those as described above), the roadshow expenses of the Underwriters and the advertising expenses of the Underwriters incurred in connection with the sale of the Shares, except that, if this Agreement the sale of the Shares shall not be consummated because the conditions in Section 6 hereof are not satisfied, satisfied or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 10(a)(i) or Section 10(a)(v) hereof, or by reason of any failure, refusal or inability on then the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company Issuer shall reimburse the several Underwriters for reasonable and documented out-of-pocket expenses, including all reasonable and documented and fees and disbursements of its counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; and the Listing Fee of The Nasdaq National Market; the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws; the cost of preparing stock certificates; and the fees and disbursements of the transfer agent and registrar. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 13 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares. The Company also agrees to pay the reasonable fees and disbursements of one counsel for all Selling Stockholders (the "Selling Stockholders' Counsel"). Each Selling Stockholder shall pay the costs and expenses incident to the performance by it of its obligations hereunder and in connection with the offer, sale and delivery of the Shares to be sold by it, provided that the Company shall pay any stock transfer taxes payable upon the sale of the Shares to the Underwriters by the Selling Stockholders, the fees and expenses of any counsel, other than Selling Stockholders' Counsel, retained by it and the underwriting discounts and commissions payable to the Underwriters.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to parties agree that the performance of Underwriters shall not be responsible for the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the followingfollowing expenses: (1) accounting fees of the Company; (2) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (3) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, Statement and the Prospectus, this Agreement, the Blue Sky Survey and any supplements or amendments thereto; (4) the filing fees of the Commission; (5) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (6) the Listing Fee of the New York Stock Exchange; and (7) the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the respective Underwriters will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky lawslaws described above) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing or duplicating, as the case may be, and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. The Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. However, if this Agreement is not consummated or is terminated, the Company shall not, however, not be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA NASD regulations and State state securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 11(b)(1) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.Shares. 6. Conditions of the Obligations of the Underwriters. --------------------------------------------- The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

Costs and Expenses. The Company and CPS will pay upon receipt of a written request therefor all costs, expenses and fees incident to the performance of the obligations of the Company and CPS under this AgreementAgreement and will, jointly and severally, reimburse the Underwriters for all reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Notes or in contemplation of performing the Underwriters' obligations hereunder and including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the CompanyXxxxx, Brown & Xxxxx; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Final Prospectuses, the Issuer Free Writing Prospectuses, the Final Prospectus, this Agreement, the listing application in respect of the Notes, the Blue Sky Survey Survey, if any, and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) any fees charged by the filing Rating Agencies for rating the Notes; and (vi) the fees and expenses (of the Indenture Trustee, including legal the fees and disbursements) incident disbursements of counsel for the Indenture Trustee, in connection with the Notes, the Pooling and Servicing Agreement and the other Basic Documents to securing any required review by which the FINRA of the terms of the sale of the Securities; Indenture Trustee is a party and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if If this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by each of the Representative Underwriters pursuant to Section 11 12 hereof (other than on the basis of a default by the Underwriters pursuant to Section 10 hereof), or by reason of any failure, refusal or inability on the part of the Company or CPS to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company and CPS, jointly and severally, shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunderhereunder upon receipt of a written request therefor; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes. Except to the extent expressly set forth in this Section 6, the Underwriters shall each be responsible for their own costs and expenses, including the fees and expenses of their counsel.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters’ Selling Memorandum, the Underwriters’ Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA of the terms of the sale of the SecuritiesUnits; the Listing Fee of the American Stock Exchange; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Units made by the Underwriters caused by a breach of a representation; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriter’s expenses (other than those related to qualification under FINRA regulations regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Units or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesUnits.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market; and the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage legal counsel other than Wilmer Cutler Pickering Hale and Dorr LLP to represent them in connectxxx xxxx xxxx xxxxxxxx, xxx fees xxx expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of Shares by a Selling Shareholder to the several Underwriters will be paid by such Selling Shareholder. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those to the extent set forth in the preceding sentence with respect to expenses related to qualification under FINRA NASD regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability failure is due primarily to the default or omission of any Underwriter, or because this Agreement is terminated by the Representatives pursuant to Section 11 hereof, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company Sellers shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of any of the SecuritiesShares.

Costs and Expenses. The Company will pay pay, or reimburse if paid by the Representative all costs, expenses and fees incident to the performance of the obligations of the Company as provided under this Section and Sections 8 and 10 of this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free Writing ProspectusesProspectus, the Prospectus, this Agreement, the Blue Sky Survey Underwriters’ Selling Memorandum, the Underwriters’ Invitation Letter, a blue sky survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesNotes; any fees incurred in connection with the listing on the New York Stock Exchange or the Toronto Stock Exchange of the shares of Common Stock issuable upon conversion of the Notes; the fees and expenses of the Trustee and expenses of any agent of the Trustee and the fees and expenses of counsel for the Trustee in connection with the Indenture and the Notes; the expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes and the shares of Common Stock issuable upon conversion of the Notes under State state securities or Blue Sky blue sky laws; and all other costs and expenses of the Company incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters each Underwriter for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, the ProspectusUnderwriters' selling memorandum and the Underwriters' invitation letter, this Agreementif any, the Blue Sky Survey AMEX listing application, the blue sky survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including reasonable legal fees and disbursementsdisbursements of counsel for the Underwriters) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the listing fee of the AMEX; and the expenses, including the fees and disbursements of counsel for the Underwriters, Underwriters incurred in connection with the qualification of the Securities Shares under State state securities or Blue Sky blue sky laws. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State state securities or Blue Sky blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 11 11(a) and Section 11(b) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees ------------------ incident to the performance of the obligations of the Company Sellers under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Agreement Among Underwriters, the Underwriters' Selling Memorandum, the Underwriters' Questionnaire, the Invitation Letter, the Power of Attorney, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq National Market System; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engage special legal counsel to represent them in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 7 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 6 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Underwriters' Selling Memorandum, the Underwriters' Invitation Letter, the Listing Application, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the Listing Fee of the Nasdaq Stock Market; and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company agrees to pay all costs and expenses of the Underwriters, including the fees and disbursements of counsel for the Underwriters, incident to the offer and sale of the Directed Shares. The Company shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) ), including, without limitation, the fees and disbursements of counsel for the Underwriters, and any advertising expenses in connection with any offers the Underwriters make, except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Listing Application, the Blue Sky Survey Memorandum and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (including disbursements but excluding legal fees and disbursementsof counsel to the Underwriters) incident to securing any required review by the FINRA National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities; any fees charged by securities ratings services for rating the Securities; the Listing Fee of the NASDAQ Stock Market upon conversion of the Securities; and the expenses, ) (including the disbursements but excluding legal fees and disbursements of counsel for the Underwriters, ) incurred in connection with the qualification of the Securities and the shares of Common Stock issuable upon conversion of the Securities under State securities or Blue Sky laws; the cost of preparing the Securities; 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. The Company shall not, however, be required to pay for any of the Underwriters’ ' expenses (other than those related to qualification under FINRA regulations NASD regulation and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including reasonable fees and disbursements of counselcounsel not to exceed $300,000, reasonably incurred in connection with investigating, marketing and proposing to market the Securities or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; (iii) the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Blue Sky Survey New York Stock Exchange supplemental listing application and any supplements or amendments thereto; (iv) the filing fees of the Commission; (v) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; (vi) any listing fees of the New York Stock Exchange; (vii) the Company’s miscellaneous travel and the expenses, including the fees road show expenses and disbursements of counsel for (viii) the Underwriters, incurred in connection with the qualification of the Securities under State securities or Blue Sky laws’ out-of-pocket expenses. The Company shall not, however, be required to pay for any of the fees and disbursements of counsel for the Underwriters or any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if road show expenses. If this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Underwriters pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Operating Partnership to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any either Underwriter, the Company shall reimburse the several Underwriters for reasonable all additional documented out-of-pocket expenses, including (i) fees and disbursements of counselcounsel for the Underwriters and (ii) the Underwriters’ road show expenses, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any either of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesShares.

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company and the Selling Shareholders under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by Company and the Company for airfareSelling Shareholders, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing ProspectusesProspectus, all documents incorporated by reference in the foregoing, this Agreement, the ProspectusMaster Agreement Among Underwriters, this the Underwriters' internal Selling Memorandum, the Underwriters' Questionnaire, the Invitation Letter, the Power of Attorney, the Custody Agreement, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; the filing fees and expenses (expenses, including legal the fees and disbursements) disbursements of counsel for the Underwriters, incident to securing any required review by the FINRA NASD of the terms of the sale of the SecuritiesShares; the additional listing fee of NMS and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Shares under State securities or Blue Sky laws. To the extent, if at all, that any of the Selling Shareholders engages special legal counsel to represent such Selling Shareholder in connection with this offering, the fees and expenses of such counsel shall be borne by such Selling Shareholder. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Sellers pro rata. The Company Sellers shall not, however, be required to pay for any of the Underwriters’ Underwriters expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky lawslaws and NASD review) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 12 hereof, or by reason of any failure, refusal or inability on the part of the Company or the Selling Shareholders to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its their part to be performed, unless such failure, refusal failure to satisfy said condition or inability is to comply with said terms be due primarily to the default or omission of any Underwriter, then the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Shares or in contemplation of performing their obligations hereunder; but the Company and the Selling Shareholders shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Securities.Shares. 6. Conditions of Obligations of the Underwriters. The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company and the Selling Shareholders 12 13 contained herein, and to the performance by the Company and the Selling Shareholders of their covenants and obligations hereunder and to the following additional conditions: (a) The Registration Statement and all post-effective amendments thereto shall have become effective and any and all filings required by Rule 424 and Rule 430A of the Rules and Regulations shall have been made, and any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representatives and complied with to their reasonable request. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company or the Selling Shareholders, shall be contemplated by the Commission and no injunction, restraining order, or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date or Option Closing Date, as the case may be, which would prevent the issuance of the Shares. (b) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, the opinion of Wallxx Xxxsxxx Xxxxxx & Xavix, X Professional Limited Liability Company ("WLDD"), counsel for the Company and the Selling Shareholders, and the opinion of Caroxxx Xxxxxxxx, Xxneral Counsel for the Company, each dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters which collectively provide that: (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Tennessee, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; each of the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus. The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of their business as described in the Prospectus and based on inquiry of officers of the Company requires such qualification, or in which the failure to qualify would have a materially adverse effect upon the business of the Company and the Subsidiaries taken as a whole, based, as to matters of fact, upon a certificate of officers of the Company; and the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are wholly owned by the Company; and, to such counsel's knowledge, the outstanding shares of capital stock of each of the Subsidiaries is owned free and clear of all liens, encumbrances and security interests, other than the pledge of shares of the capital stock of the Subsidiaries to Citibank, N.A., as agent, pursuant to the Company's Fifth Amended and Restated Revolving Credit and Term Loan Agreement with Citibank dated as of July 22, 1996, as the same may be amended from time to time, and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into any shares of capital stock of the Subsidiaries are outstanding except as described in or contemplated by the Registration Statement, including the exhibits thereto. (ii) The Company had authorized and outstanding capital stock as of the dates indicated as set forth under the caption "Capitalization" in the Prospectus; the authorized shares of its Common Stock have been duly authorized; the outstanding shares of its Common Stock, including the outstanding shares of Common Stock to be sold by the Selling Shareholders, have been duly authorized and validly issued and are fully paid and non-assessable; all of the Shares conform to the description thereof contained in the Prospectus; the certificates for the Shares, assuming they are in the form of the specimen certificate received by such counsel, are in due and proper form; the shares of Common Stock, including the Option Shares, if any, to be sold by the Company and the Selling Shareholders pursuant to this Agreement have been duly authorized and will be validly 13 14 issued, fully paid and non-assessable when issued and paid for as contemplated by this Agreement; and no preemptive rights of shareholders exist with respect to any of the Shares or the issue and sale thereof. (iii) The Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Act. (iv) The Registration Statement, all Preliminary Prospectuses, the Prospectus and each amendment or supplement thereto and documents incorporated by reference therein comply as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the applicable rules and regulations thereunder (except that such counsel need express no opinion as to the financial statements, schedules and other financial and statistical information included therein). The conditions for the use of Form S-3, set forth in the General Instructions thereto, have been satisfied. (v) The statements under the captions "Risk Factors," "Business," and "Principal and Selling Shareholders" in the Prospectus, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries in all material respects and fairly present the information called for with respect to such documents and matters. Such counsel does not know of any laws, rules or regulations or legal or governmental proceedings applicable to the business of the Company and the Subsidiaries required to be described in the Registration Statement or the Prospectus that are not described as required. (vi) Such counsel does not know of any contracts or documents required to be filed as exhibits to the Registration Statement or described in the Registration Statement or the Prospectus or incorporated by reference therein which are not so filed or described as required or incorporated by reference, and such contracts and documents as are summarized in the Registration Statement or the Prospectus are fairly summarized in all material respects. (vii) Such counsel knows of no material legal proceedings pending or threatened against the Company or any of the Subsidiaries, except as described in the Prospectus. (viii) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated (A) do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Restated Charter, as amended, or By-laws, as amended, of the Company, or any agreement or instrument known to such counsel to which the Company is a party or by which the Company may be bound; (B) will not violate any material statute, rule or regulation applicable to the Company; and (C) does not require submission or approval of, or any other action by, any Federal or state authority that regulates the provision of healthcare services by the Company in the jurisdictions in which the Company conducts its business. (ix) The Company holds all licenses, authorizations, consents, approvals, certificates and permits (individually, a "Permit") from any regulatory body or administrative agency or other governmental body having jurisdiction that are applicable to the operations of the Company as now conducted or proposed to be conducted as described in the Prospectus, all of which permits are current except where the failure to so hold or comply with any Permit would not have, singly or in the aggregate, a material adverse effect on the business or financial condition of the Company. To the knowledge of such counsel, there are no proceedings, pending or threatened, and such counsel knows of no circumstances that could lead counsel to believe that any such proceedings are imminent, relating to the revocation or modification of any such Permit which, singly or in the aggregate if the subject of an unfavorable decision, ruling or finding, could have a material adverse effect on 14 15 the business or financial condition of the Company. The provisions of the Company's service agreements and other business arrangements described in the Prospectus or incorporated by reference therein and the operations of the Company in accordance with the terms thereof are in material compliance with applicable law and government regulation. (x) This Agreement has been duly authorized, executed and delivered by the Company. (xi) No approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions herein contemplated (other than as may be required by the NASD or as required by State securities and Blue Sky laws as to which such counsel need express no opinion) except such as have been obtained or made, specifying the same. (xii) This Agreement has been duly authorized, executed and delivered on behalf of each of the Selling Shareholders. (xiii) Each of the Selling Shareholders has full legal right, power and authority, and any approval required by law (other than as required by State securities and Blue Sky laws as to which such counsel need express no opinion), to sell, assign, transfer and deliver the portion of the Shares to be sold by such Selling Shareholder. (xiv)

Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; any roadshow expenses incurred by the Company for airfare, hotel and other travel expenses; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture, the Blue Sky Survey and any supplements or amendments thereto; the filing fees of the Commission; any fees payable in connection with the filing fees rating of the Notes; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal fees and disbursementsor contractual liability) incident to securing associated with the reforming of any required review by the FINRA of the terms of the contracts for sale of the SecuritiesNotes made by the Underwriters caused by a breach of the representation in Section 1(b); and the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of the Securities Notes under State securities or Blue Sky laws; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee. The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or Blue Sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative Representatives pursuant to Section 11 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Securities Notes or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the SecuritiesNotes.