Common use of Expenses of the Company Clause in Contracts

Expenses of the Company. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, blue sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses up to $10,000 of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq Global Select Market and (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Except as expressly otherwise provided in this Agreement, the Company agrees to shall pay all costsof its and its Subsidiaries’ expenses, fees and, without limiting the generality of the 13 foregoing, it is specifically agreed that the following expenses of the Company and its Subsidiaries shall be paid by the Company or its Subsidiaries and shall not be paid by the Manager: (i) the cost of borrowed money; (ii) taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company or its Subsidiaries; (iii) legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the performance of its obligations hereunder issuance, distribution, transfer, trading, registration and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses listing of the Company’s counselor any of its Subsidiaries securities on the stock exchange, independent public including transfer agent’s, registrar’s and indenture trustee’s fees and charges; (iv) expenses of organizing, restructuring, reorganizing or certified public accountants liquidating the Company or any of its Subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ organizational documents; (v) fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Manager) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants, and other agents and independent contractors employed by or on behalf of the Company and its Subsidiaries; (iiivi) expenses directly connected with the investigation, acquisition, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Manager, to the extent that such expenses are to be borne by the Manager pursuant to Section 9(a) above; (vii) all insurance costs and expenses incurred in connection with the preparation, printing, filing, shipping Company and distribution of the Registration Statement its Subsidiaries (including financial statements, exhibits, schedules, consents officer and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by trustee liability insurance) or on behalf of, used by, or referred in connection with any officer and trustee indemnity agreement to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by which the Company or the Underwriters any of its Subsidiaries is a party; (viii) expenses connected with payments of dividends or interest or contributions in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all cash or any part of the Offered Shares for offer and sale under the state securities other form made or blue sky laws and, if requested caused to be made by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters Trustees to holders of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by securities of the Company or the Underwriters in connection with qualifying or registering any of its Subsidiaries; (or obtaining exemptions from the qualification or registration ofix) all or any part expenses connected with communications to holders of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating or its Subsidiaries and other bookkeeping and clerical work necessary to investor presentations on any “road show”maintaining relations with holders of securities, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of including the cost of any aircraft chartered in connection with transfer agent, the road showcost of preparing, printing, posting, distributing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities; (viiix) the legal, accounting and auditing fees and expenses associated with listing the Offered Shares on the NASDAQin addition to those described in subsection (iii) above; (xi) filing and recording fees for regulatory or governmental filings, approvals and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.14

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees to pay will pay, either directly or by reimbursement, all costs, fees and expenses incurred in connection with expenses incident to the performance of its the obligations hereunder of the Company and in connection with of the transactions contemplated herebySelling Stockholders under this Agreement, including, but not limited to, (i) all expenses and taxes incident to the issuance and delivery of the Shares to the Representatives, (ii) all expenses incident to the registration of the Shares under the Securities Act, (iii) all costs of preparing stock certificates, including without limitation printing and engraving costs, (iiv) all fees and expenses of the registrar and transfer agent of the Shares, (iiv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (vi) all fees and expenses of the Company’s counsel, 's counsel and the Company's independent public or certified public accountants and other advisorsaccountants, (iiivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents each Preliminary Prospectus and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, the Powers of Attorney, the Custody Agreement, the Underwriters' Questionnaire, the Blue Sky memoranda and this Agreement, (ivviii) all filing fees, fees and attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of its eligibility for investment under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters other securities laws of such qualifications, registrations and exemptionsjurisdictions as the Representatives may designate, (vix) all filing fees, attorneys’ fees and expenses paid or incurred by the Company or the Underwriters in connection with qualifying or registering filings made with the NASD and (or obtaining exemptions from the qualification or registration ofx) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with the listing of the Offered Shares and the Common Stock on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq National Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counselobligations under this Agreement, independent public or certified public accountants and other advisors, including (iiii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communication, the preparation and all amendments and supplements thereto, and this Agreementdelivery of the certificates or security entitlements for the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionssupplement thereto (not to exceed $5,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and fifty (50% %) percent of the cost of any aircraft and other transportation chartered in connection with road show travel to Boston originating in and returning to New York (provided that the road showother fifty (50%) percent of such aircraft and other transportation chartered are borne by the Underwriters), (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQ, review by FINRA of the terms of the sale of the Securities (not to exceed $20,000) and (ix) all other feesthe fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange, and (x) 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the each Preliminary Prospectus, each free writing prospectus prepared by Issuer Free Writing Prospectus and the Prospectus and any amendments or on behalf of, used by, or referred to supplements thereto and any costs associated with electronic delivery of any of the foregoing by the CompanyUnderwriters to investors, (iii) the preparation, issuance and each preliminary prospectusdelivery of the certificates for the Securities to the Underwriters, each Permitted Section 5(d) Communicationincluding any stock or other transfer taxes and any stamp or other duties payable upon the sale, and all amendments and supplements theretoissuance or delivery of the Securities to the Underwriters (but not, and this Agreementfor the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (if applicable), (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement and any Agreement among Underwriters, (iii)the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the filing fees incident to the review by the NASD of the terms of the sale of the Securities, (x) the fees and expenses incurred in connection with the performance inclusion of its obligations hereunder the Securities in The Nasdaq Stock Market and in connection with the transactions contemplated hereby, including without limitation (ixi) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the reasonable costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expensesUnderwriters, including the fees and disbursements of their counselcounsel for the Underwriters, in connection with matters related to the Reserved Securities which are designated by the Company for sale to directors and employees of, and others having a business relationship with, the Company.

Expenses of the Company. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountant in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public Blue Sky or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this AgreementLegal Investment memorandum, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or disbursements of counsel to the Underwriters incurred in connection with qualifying or registering (or obtaining exemptions from the review and qualification or registration of) all or any part of the Offered offering of the Shares for offer and sale under the state securities or blue sky laws and, if requested by the RepresentativeNational Association of Securities Dealers, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsInc., (v) all filing fees, attorneys’ fees costs and expenses incurred by incident to listing the Company or Shares on the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer Nasdaq National Market and sale under the provincial other national securities laws of Canada, and, if requested by the Representative, preparing exchanges and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsforeign stock exchanges, (vi) the costs, fees and expenses incurred by cost of printing certificates representing the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication " undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses incident to the performance of the nature referred to in Item 13 of Part II obligations of the Registration StatementCompany and the Selling Stockholder hereunder for which provision is not otherwise made in this Section. Except It is understood, however, that except as provided in this Section 4 or in Section 78, Section 9 or entitled "Indemnity and Contribution", and the last paragraph of Section 10 hereof11 below, the Underwriters shall will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

Expenses of the Company. The Whether or not the transactions contemplated hereby are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay all costs, fees and or cause to be paid the following expenses incurred in connection with incidental to the performance of its the obligations hereunder of the Company and in connection with the transactions contemplated hereby, including without limitation Selling Stockholders under this Agreement (except for expenses payable by the Selling Stockholders pursuant to Section 7(b) hereof): (i) all fees and expenses of the registrar and transfer agent of the Sharesfees, (ii) all fees disbursements and expenses of the Company’s counsel, independent public or certified public 's counsel and accountants in connection with the registration of the Shares under the Act and all other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement and the Prospectus Supplement and amendments and supplements thereto and the mailing and delivering of copies thereof and of any Preliminary Prospectus Supplement to the Underwriter and dealers; (ii) the printing and delivery (including financial statementspostage, exhibitsair freight charges and charges for counting and packaging) of such copies of the Registration Statement, schedulesany Preliminary Prospectus Supplement, consents and certificates of experts)the Prospectus Supplement, the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Information and all amendments and or supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters to any of them as may be reasonably requested for use in connection with qualifying or registering the offering and sale of the Shares; (or obtaining exemptions from iii) consistent with the provisions of Section 5.1(j), all expenses in connection with the qualification or registration of) all or any part of the Offered Shares for offer offering and sale under the state securities laws or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandumlaws, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, including reasonable attorneys’ ' fees and out-of-pocket expenses incurred by of the Company or counsel for the Underwriters Underwriter in connection with qualifying or registering therewith (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate2,500), ; (viiiv) the costs and expenses filing fees incidental to securing any required review by FINRA of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering fairness of the Offered Shares, including, without limitation, expenses associated with terms of the preparation or dissemination sale of any electronic road show, expenses associated with the production of road show slides Shares and graphics, the reasonable fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval disbursements of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, Underwriter's counsel relating thereto; (viiiv) the fees and expenses associated with listing the Offered Shares on The NASDAQ Global Market; (vi) the NASDAQ, costs and charges of any transfer agent or registrar; (ixvii) all other fees, costs and expenses of the nature referred to in Item 13 of Part II 14 of the Registration Statement; and (viii) if applicable, the transportation, lodging, graphics and other expenses incidental to the Company's preparation for and participation in the “roadshow” for the offering contemplated hereby, provided that the Company shall not be obligated to pay any such expenses unless the Company has consented to and pre-approved the incurrence of such expenses. Except as provided in this Section 4 or 7 and in Section 7, Section 9 or Section 10 8 hereof, the Underwriters Underwriter shall pay their its own expenses, including the fees and disbursements of their its counsel. In addition, in the event that the proposed offering is terminated for the reasons set forth in Section 5.1(l) hereof, the Company agrees to reimburse the Underwriter as provided in Section 5.1(l).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counselobligations under this Agreement, independent public or certified public accountants and other advisors, including (iiii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communication, the preparation and all amendments and supplements thereto, and this Agreementdelivery of the certificates or security entitlements for the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionssupplement thereto (not to exceed $5,000), (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and fifty (50% %) percent of the cost of any aircraft and other transportation chartered in connection with road show travel (provided that the road showother fifty (50%) percent of such aircraft and other transportation chartered are borne by the Underwriters), (viii) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQNew York Stock Exchange, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of this AgreementAgreement and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares Company’s counsel, accountants and other advisors and the fees and disbursements of counsel for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsSelling Shareholder, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriter of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus and one or more versions of the Preliminary Prospectus and the Prospectus for offer and sale under distribution in Canada often in the provincial securities laws form of Canada, and, if requested by the Representative, preparing and printing a Canadian “Canadian wrapper”, and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (vii) the preparation, printing and delivery to the Underwriter of copies of the Blue Sky Survey and any supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided, however, that the Company and 50% of the Underwriter shall share equally in the cost of any aircraft and other transportation chartered in connection with the road show), (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities (in an amount not to exceed $10,000), and (xii) the fees and expenses associated incurred in connection with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses inclusion of the nature referred to Securities in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(A)(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $15,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of ‎Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any reasonable costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities by the Company to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the fees and disbursements of the Selling Stockholder’s counsel, (vi) qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptionsin an amount not to exceed $15,000, (vvii) all filing fees, attorneys’ the fees and expenses incurred by of any transfer agent or registrar for the Securities, (viii) the costs and expenses of the Company or the Underwriters relating to investor presentations on any “road show” undertaken in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part marketing of the Offered Shares for offer Securities, including without limitation, expenses associated with the production of road show slides and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costsgraphics, fees and expenses incurred by of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (ix) the reasonable and documented fees and disbursements of counsel to the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered SharesSecurities, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above in an amount not to exceed $15,000 in the aggregate)10,000, (viix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (xi) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriters caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriter of this Agreement and such other documents as may reasonably be required in connection with the offering, consents purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriter, including any stock or other transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of experts), the Time of Sale Prospectus, Securities to the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyUnderwriter, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementany charges of DTC in connection therewith, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related delivery to the Underwriters’ participation in the offering Underwriter of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and distribution of the Offered SharesProspectus and any amendments or supplements thereto (including without limitation any costs associated with electronic delivery of these materials), including any related filing fees (vii) the preparation, printing and the legal fees of, and disbursements by, counsel delivery to the Underwriters Underwriter of copies of the Blue Sky survey and any supplement thereto, (all such viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriter shall be responsible for its lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriter in connection with the road showreview by FINRA of the terms of the sale of the Securities, (viiixi) the fees and expenses associated incurred in connection with listing the Offered Shares inclusion of the Securities on the NASDAQNASDAQ Global Select Market, and (ixxii) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriter caused by a breach of the Registration Statement. Except as provided representation contained in this the third paragraph of Section 4 or in Section 7, Section 9 or Section 10 1(a)(ii) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) subject to the limitation set forth in clause (viii) below, the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft or other transportation), (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities; provided that the amount payable by the Company pursuant to this clause (viii) and clause (v) above shall not exceed $20,000 in the aggregate, (ix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, the ADR Registration Statement and of each amendment thereto, each preliminary prospectus and the Prospectus and any amendments or supplements thereto, and any costs associated with the electronic delivery of any of the foregoing by the Underwriters to investors; (ii) the preparation and delivery to the Underwriters of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities by the Company to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the delivery of the Ordinary Shares represented by the ADSs to the Depositary, (v) the fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the filing fees in connection the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, (vii) the fees and expenses of the Depositary, any transfer agent or registrar, and each custodian, if any, for the Securities, (viii) the fees and the Company’s own expenses incurred in connection with the roadshow and any electronic roadshow, (ix) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses quotation of the registrar and transfer agent ADSs on the NYSE, (x) the filing fees incidental to the review by the NASD of the Shares, (ii) all fees and expenses terms of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution sale of the Registration Statement Securities and (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viixi) the costs and expenses associated with complying with the provisions of Section 3(e) hereof. The Underwriters will bear their own out-of-pocket expenses incurred in the execution of the Company relating to investor presentations on any “road show”Offering, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with including their own expenses during the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultantsroadshow, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their Underwriters’ own expenses, including the fees and disbursements of their counsellegal costs.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts)this Agreement, the Time Indenture and such other documents as may reasonably be required in connection with the offering, purchase, sale, issuance or delivery of Sale Prospectusthe Securities or the issuance or delivery of the shares of Underlying Common Stock issuable upon conversion thereof, (iii) the preparation, issuance and delivery of the certificates for the Securities to, and the initial resale thereof by, the ProspectusUnderwriters, each free writing prospectus prepared by including any stock or on behalf ofother transfer taxes, used any stamp or other duties payable upon the sale, issuance and delivery of the Securities to, and the initial resale thereof by, or referred to by the CompanyUnderwriters, and each preliminary prospectus, each Permitted Section 5(d) Communicationany charges of DTC in connection therewith, and all amendments and supplements thereto, and this Agreementthe certificates for the shares of Underlying Common Stock issuable upon conversion thereof, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities and the shares of Underlying Common Stock under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto (all such including without limitation any costs associated with electronic delivery of these materials), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplement thereto, (viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriters shall be responsible for their lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriters in connection with the road showreview by FINRA of the terms of the sale of the Securities, not in excess of $10,000, (viiixi) the fees and expenses incurred in connection with the inclusion of the shares of Underlying Common Stock issuable upon conversion of the Securities on the NASDAQ Global Select Market, (xii) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with listing the Offered Shares on reforming of any contracts for sale of the NASDAQ, Securities made by the Underwriters caused by a breach of the representation contained in the third paragraph of Section 1(a)(ii) hereof and (ixxiii) all other fees, costs the fees and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expensesTrustee, including the fees and disbursements of their counselcounsel for the Trustee in connection with the Indenture and the Securities.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance, sale and delivery of the certificates for the Securities to the Underwriters and the Conversion Shares and any taxes payable in that connection, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, (ix) the fees and expenses of the Trustee and any paying agent for the Securities and any transfer agent or registrar for the Conversion Shares, (x) the fees and expenses incurred in connection with the performance listing of its obligations hereunder the Conversion Shares on the New York Stock Exchange and in connection with (xi) the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselQIU.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance, sale and delivery of the certificates for the Securities to the Underwriters and any taxes payable in that connection; (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, (ix) the fees and expenses of any transfer agent or registrar for the Securities, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the New York Stock Exchange and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iiixi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA matters related to the Underwriters’ participation in Reserved Shares and the offering establishment and distribution administration of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel program for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses sale of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Reserved Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of ‎Section 3(a)(v) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if survey requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Underwriters and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause ‎(viii) do not exceed $25,000 in the aggregate, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities sold by the Company to the Underwriters (and excluding, for the avoidance of doubt, any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities sold by the Selling Stockholders to the Underwriters, which taxes and duties will be paid by the Selling Stockholders in accordance with Section 5(d4(b) Communication, and all amendments and supplements thereto, and this Agreementhereof), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) subject to the limitation set forth in clause (viii) below, the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (it being understood that the Underwriters will pay or cause to be paid the travel and lodging expenses of their representatives), and 50% of the cost of any aircraft and other transportation chartered in connection with the road showshow (it being understood that the Underwriters will pay or cause to be paid the other 50% of the cost of such aircraft or other transportation), (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities; provided that the amount payable by the Company pursuant to this clause (viii) and clause (v) above shall not exceed $[30,000] in the aggregate, (ix) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, not in excess of $20,000 and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees to with each Underwriter that the Company will pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) bear all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, schedules and exhibits, schedules, consents and certificates of experts), Preliminary Prospectuses and the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by Prospectus and any amendments or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and ; the printing of this Agreement, (iv) all filing feesthe Agreement Among Underwriters, attorneys’ fees the Selected Dealer Agreement, the Preliminary Blue Sky Survey and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “supplemental Blue Sky Survey” or memorandum, the Underwriters' Questionnaire and Power of Attorney, and any supplements theretoinstruments related to any of the foregoing; the issuance and delivery of the Units hereunder to the several Underwriters, advising including transfer taxes, if any, the Underwriters cost of such qualificationsall certificates representing the Units and the Series A Preferred Stock and the Public Warrants comprising the Units, registrations and exemptions, (v) all filing transfer agents' and registrars' fees, attorneys’ ; the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Company; all fees and other charges of the Company's independent certified public accountants; the cost of furnishing the several Underwriters pursuant to this clause copies of the Registration Statement (viincluding appropriate exhibits), clause (iv) Preliminary Prospectus and clause (v) above not the Prospectus, and any amendments or supplements to exceed $15,000 in any of the aggregate)foregoing; Nasdaq Small Cap Market application fees and the cost of qualifying the Common Stock, (vii) the Units, the Series A Preferred Stock and the Public Warrants under the laws of such jurisdictions as you may reasonably designate; the costs and expenses of two Due Diligence presentations (one in Chicago and one in Denver); and all other expenses directly incurred by the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering performance of the Offered Sharesits 17 18 obligations hereunder; provided, includinghowever, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of that the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred shall not be obligated to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselcounsel for the Underwriters.

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations and the obligations of the Selling Shareholders under this Agreement (except for the expenses payable by the Xxxxxxx Xxxxx Xxxxxxx pursuant to Section 4(b) hereof and the expenses payable by the Webb Sellers pursuant to Section 4(c) hereof), including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the word processing or printing, copying and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Agreement among Managers, the Intersyndicate Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors and the reasonable fees and disbursements of a single law firm representing the Xxxxxxx Xxxxx Xxxxxxx, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectuses and any amendments or supplements thereto, (vii) the preparation, word processing or printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the copying of closing documents, (ix) the fees and expenses of the Custodian and any transfer agent or registrar for the Securities, (x) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities and (xi) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares Option Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNew York Stock Exchange.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors and the fees and disbursements of one counsel for all of the Selling Shareholders, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Survey and any supplements supplement thereto, advising (vi) the printing and delivery to the Underwriters of such qualificationscopies of each Preliminary Prospectus, registrations any Permitted Free Writing Prospectus, the Prospectus and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company one or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part more versions of the Offered Shares Preliminary Prospectus and the Prospectus for offer and sale under distribution in Canada often in the provincial securities laws form of Canada, and, if requested by the Representative, preparing and printing a Canadian “Canadian wrapper”, and any amendments or supplements theretothereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, advising (vii) the preparation, printing and delivery to the Underwriters of such qualifications, registrations copies of the Blue Sky Survey and exemptionsany supplement thereto, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided, however, that the Company and 50% of the Underwriters shall share equally in the cost of any aircraft and other transportation chartered in connection with the road show), (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities (in an amount not to exceed $20,000), and (xii) the fees and expenses associated incurred in connection with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses inclusion of the nature referred to Securities in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq Global Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance, sale and delivery of the certificates for the Securities to the Underwriters and the Conversion Shares and any taxes payable in that connection, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, (ix) the fees and expenses of the Trustee and any paying agent for the Securities and any transfer agent or registrar for the Conversion Shares, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Conversion Shares on the NASDAQ, New York Stock Exchange and (ixxi) all other fees, costs and expenses of any fees charged by rating agencies for rating the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSecurities.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation and delivery of the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities and (viii) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the Nasdaq Global Select Market and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriter caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation and delivery of the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities not to exceed $15,000 and (viii) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the Nasdaq Global Select Market and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriter caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, of the ADR Registration Statement and of each amendment thereto and of the Form 8-A Registration Statement and of each amendment thereto, each preliminary prospectus, any Term Sheet and the Prospectus and any amendments or supplements thereto; (ii) the preparation, printing and delivery to the Underwriters of this Agreement and such other documents to which the Company or a director or officer of the Company is a party as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the delivery of the Ordinary Shares represented by the ADSs to the Depositary, (v) the fees and disbursements of the Company’s counsel, accountants and other advisors and professional services firms, (vi) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees, (vii) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and of the Prospectus and any amendments or supplements thereto, (viii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (ix) the fees and expenses of any transfer agent or registrar, and each custodian, if any, for the Securities, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyroadshow, including without limitation (i) all reasonable fees and expenses of the registrar Underwriters incurred and transfer agent documented, (xi) the filing fees incident to the review by the NASD of the Shares, (ii) all fees and expenses terms of the Company’s counsel, independent public or certified public accountants sale of the Securities and other advisors, (iiixii) all costs the fees and expenses incurred in connection with the preparation, printing, filing, shipping and distribution quotation of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or ADSs on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance, sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company and sale by the Selling Shareholder, of the Securities, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriters of this Agreement, consents and certificates of experts)any Agreement among Underwriters, the Time Indenture and such other documents as may be required in connection with the offering, purchase, sale or delivery of Sale Prospectusthe Securities, (iii) the Prospectuspreparation, each free writing prospectus prepared by or on behalf ofissuance, used bysale and delivery of the certificates for the Securities to the Underwriters and any taxes payable in that connection, or referred to by (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, each any Permitted Section 5(dFree Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) Communicationthe preparation, printing and all amendments delivery to the Underwriters of copies of the Blue Sky Survey and supplements any supplement thereto, and this Agreement, (ivviii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Surveyroad show” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionspresentation to potential investors, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (viix) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause Trustee and any paying agent (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, including related fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any counsel to such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viiiparties) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ixx) all other fees, costs and expenses of any fees charged by rating agencies for rating the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSecurities.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees and expenses associated with listing the Offered Shares on the NASDAQincident to, and (ix) all other fees, costs and expenses up to $10,000 of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the reasonable fees and disbursements of their counselcounsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, (ix) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq Global Select Market and (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriters of this Agreement and such other documents as may reasonably be required in connection with the offering, consents purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and certificates delivery of experts)the Securities to, and the initial resale thereof by, the Time Underwriters, including any stock or other transfer taxes, any stamp or other duties payable upon the sale, issuance and delivery of Sale Prospectusthe Securities to, and the initial resale thereof by, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the CompanyUnderwriters, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementany charges of DTC in connection therewith, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto (all such including without limitation any costs associated with electronic delivery of these materials), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplement thereto, (viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriters shall be responsible for their lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriters in connection with the road showreview by FINRA of the terms of the sale of the Securities, not in excess of $10,000 (viiixi) the fees and expenses associated incurred in connection with listing the Offered Shares inclusion of the Securities on the NASDAQNASDAQ Global Select Market, and (ixxii) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third paragraph of Section 4 or in Section 7, Section 9 or Section 10 1(a)(ii) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees to pay will pay, either directly or by reimbursement, all costs, fees and expenses incurred in connection with expenses incident to the performance of its the obligations hereunder of the Company and in connection with of the transactions contemplated herebySelling Stockholders under this Agreement, including, but not limited to, (i) all expenses and taxes incident to the issuance and delivery of the Shares to the Representatives, (ii) all expenses incident to the registration of the Shares under the Securities Act, (iii) all costs of preparing stock certificates, including without limitation printing and engraving costs, (iiv) all fees and expenses of the registrar and transfer agent of the Shares, (iiv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (vi) all fees and expenses of the Company’s counsel, 's counsel and the Company's independent public or certified public accountants and other advisorsaccountants, (iiivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents each Preliminary Prospectus and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, the Powers of Attorney, the Custody Agreement, [THE UNDERWRITERS' QUESTIONNAIRE], the Blue Sky memoranda and this Agreement, (ivviii) all filing fees, fees and attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of its eligibility for investment under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial other securities laws of Canada, and, if requested by such jurisdictions as the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQRepresentatives may designate, and (ix) all other fees, costs and expenses of filing fees paid or incurred in connection with filings made with the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNASD.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriter of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation and delivery of the Securities to the Underwriter, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriter, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of SECTION 3(a)(v) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities and (viii) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar Securities on the Nasdaq Global Select Market and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, (including, without limitation, expenses any damages or other amounts payable in connection with legal or contractual liability) associated with the preparation or dissemination reforming of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval contracts for sale of the Company, travel and lodging expenses Securities made by the Underwriter caused by a breach of the representatives, employees and officers representation contained in the third sentence of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSECTION 1(a)(ii).

Expenses of the Company. The Company agrees to will pay all costsexpenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the 16 18 Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by NASD of the terms of the sale of the Securities, (x) the fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses listing of the registrar and transfer agent of Securities in the SharesNew York Stock Exchange, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (viixi) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication " undertaken in connection with the marketing of the offering of the Offered SharesSecurities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It being understood that each of the Company and the Underwriters will be responsible for 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselroadshow.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be sold by the Selling Shareholder to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale by the Selling Shareholder, of the Securities, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its their respective obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriter of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriter to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriter, including, subject to Section 5(d4(b) Communicationany stock or other transfer taxes and any stamp or other duties payable upon the sale, and all amendments and supplements thereto, and this Agreementissuance or delivery of the Securities to the Underwriter, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of counsel, accountants and other advisors for the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by in accordance with the RepresentativeRegistration Rights Agreement, preparing the fees and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising disbursements of one counsel for the Underwriters of such qualifications, registrations and exemptionsSelling Shareholders, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees Underwriter and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, provided, however, that the Underwriter and the Company agree that the Underwriter shall pay or cause to be paid travel and lodging expenses of the Underwriter, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to Underwriter in connection with, the review by FINRA of the terms of the sale of the Securities up to an amount no greater than $25,000 and (ix) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNASDAQ Global Select Market.

Expenses of the Company. The Company agrees to pay will pay, either directly or by reimbursement, all costs, fees and expenses incurred in connection with expenses incident to the performance of its the obligations hereunder of the Company and of the Selling Shareholders under this Agreement and in connection with the transactions contemplated hereby, including without limitation including, but not limited to, (i) all expenses and taxes incident to the issuance and delivery of the Shares to the Representatives, (ii) all expenses incident to the registration of the Shares under the Securities Act, (iii) all costs of preparing stock certificates, including printing and engraving costs, (iv) all fees and expenses of the registrar and transfer agent of the Shares, (iiv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares to the Underwriters, (vi) all fees and expenses of the Company’s counsel, 's counsel and the Company's independent public or certified public accountants and other advisorsaccountants, (iiivii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statementsStatement, exhibits, schedules, consents each Preliminary Prospectus and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, including all exhibits and each preliminary prospectus, each Permitted Section 5(d) Communicationfinancial statements, and all amendments and supplements theretoprovided for herein, the Powers of Attorney, the Custody Agreement, the Underwriters' Questionnaire, the Blue Sky memoranda and this Agreement, (ivviii) all filing fees, fees and attorneys’ ' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale and determination of its eligibility for investment under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial other securities laws of Canadasuch jurisdictions as the Representatives may designate, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all fees and expenses paid or incurred in connection with filings made with the NASD, (x) all fees and expense s associated with the listing of the Shares and the Common Stock on the Nasdaq National Market, and (xi) all other fees, costs and expenses incident to the performance of the nature referred to in Item 13 of Part II of the Registration Statement. Except as their obligations hereunder which are not otherwise specifically provided for in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSection.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dIssuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters (but not, for the avoidance of doubt, any taxes or duties payable upon the sale of the Securities by the Underwriters), (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(A)(e) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptionsup to $10,000, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable and documented fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, provided that such fees and disbursements of counsel to the Underwriters pursuant to this clause (viii) do not exceed $25,000 in the aggregate and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on the New York Stock Exchange.

Expenses of the Company. The In addition to the obligation of the Company to pay the fees of the Dealer Managers and to reimburse the Dealer Managers for their reasonable out-of-pocket expenses as provided in subsection 2(d) hereof, the Company agrees to pay all costs, fees costs and expenses incurred incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8 hereof, including, but not limited to, all costs and expenses incident to (a) the preparation, filing, printing, word processing, publishing or other production of documents with respect to such transactions, including any costs of printing the Exchange Materials and any amendments or supplements thereto and all other agreements relating to the Exchange Offer and the Solicitation or the distribution of any blue sky memoranda, (b) the customary mailing and handling (including postage, air freight charges and charges for counting and packaging) of such copies of the Exchange Materials and any amendments or supplements thereto as may, in each case, be reasonably requested for use in connection with the performance Exchange Offer, (c) all arrangements relating to the delivery to the Dealer Managers of its obligations hereunder copies of the foregoing documents, (d) the preparation, issuance and delivery of the New Securities, and the qualification of the New Securities under securities or “blue sky” laws of the several states or any non-U.S. jurisdiction, including filing fees and the reasonable fees and disbursements of counsel for the Dealer Managers, and including any stamp or transfer taxes in connection with the transactions contemplated herebyoriginal issuance and sale of the New Securities, including without limitation (e) the registration of the Exchange Offer and the New Securities under the Securities Act, (f) the listing of the New Securities on the New York Stock Exchange, (g) the fees and disbursements of counsel, accountants and any other experts or advisors retained by the Company and the Trust, (h) the fees and disbursements of the Information Agent and Exchange Agent and the Depositary, (i) all the fees and expenses disbursements of the registrar and transfer agent Indenture Trustee, the trustees of the SharesTrust, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement Collateral Agent (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for to such trustees and the Underwriters pursuant to this clause (vi), clause (ivCollateral Agent in connection with the Transaction Documents) and clause (vi) above not to exceed $15,000 in the aggregate), (vii) the any costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken incurred in connection with any meetings with holders of Old Securities relating to the offering of Exchange Offer and the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselSolicitation.

Expenses of the Company. The Company agrees Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountant in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the transactions contemplated hereby, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public Blue Sky or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this AgreementLegal Investment memorandum, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or disbursements of counsel to the Underwriters incurred in connection with qualifying or registering (or obtaining exemptions from the review and qualification or registration of) all or any part of the Offered offering of the Shares for offer and sale under the state securities or blue sky laws and, if requested by the RepresentativeNational Association of Securities Dealers, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsInc., (v) all filing fees, attorneys’ fees costs and expenses incurred by incident to listing the Company or Shares on the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer Nasdaq National 17 Market and sale under the provincial other national securities laws of Canada, and, if requested by the Representative, preparing exchanges and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsforeign stock exchanges, (vi) the costs, fees and expenses incurred by cost of printing certificates representing the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “"road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication " undertaken in connection with the marketing of the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses incident to the performance of the nature referred to in Item 13 of Part II obligations of the Registration StatementCompany and the Selling Stockholder hereunder for which provision is not otherwise made in this Section. Except It is understood, however, that except as provided in this Section 4 or in Section 78, Section 9 or entitled "Indemnity and Contribution", and the last paragraph of Section 10 hereof11 below, the Underwriters shall will pay all of their own costs and expenses, including the fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its their respective obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements for the Securities to the Underwriters, including, subject to Section 5(d4(b) Communicationany stock or other transfer taxes and any stamp or other duties payable upon the sale, and all amendments and supplements thereto, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of counsel, accountants and other advisors for the Company or and in accordance with the Registration Rights Agreement, the fees and disbursements of one counsel for the Selling Shareholders, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, provided, however, that the Underwriters and the Company agree that the Underwriters shall pay or cause to be paid travel and lodging expenses of the Representatives, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities up to an amount no greater than $25,000 and (ix) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, blue sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel the Trustee for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and up to $10,000 of reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation and delivery of the certificates for the Securities to the Underwriters, but excluding any stock or other transfer taxes and any stamp or other similar duties payable upon the sale or delivery of the Securities to the Underwriters; (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costsprinting and delivery to the Underwriters of copies of each preliminary prospectus, fees any Permitted Free Writing Prospectus and expenses incurred of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)investors, (vii) the costs preparation, printing and expenses delivery to the Underwriters of copies of the Company relating to investor presentations on Blue Sky Survey and any “road show”supplement thereto, any Permitted Section 5(d(viii) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with transfer agent or registrar for the road show presentations with the prior approval of the CompanySecurities, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of (ix) the cost of any private aircraft chartered in connection with the road show, (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the NASD of the terms of the sale of the Securities and (xi) the fees and expenses associated incurred in connection with the listing of the Offered Shares Securities on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNew York Stock Exchange.

Expenses of the Company. The Company agrees to pay shall be responsible for and shall bear all costs, fees expenses directly and expenses necessarily incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated herebyproposed financing, including without limitation including: (i) all fees the preparation, printing and expenses filing of the registrar Offering Documents and transfer agent amendments thereto, including NASD, SEC and NASDAQ filing and/or application fees, preliminary and final Prospectus and the printing of the SharesUnderwriting Agreement, the Agreement Among Underwriters and the Selected Dealers' Agreement, a Blue Sky Memorandum, material to be circulated to the Underwriters by us and other incidental material; (ii) all fees the issuance and expenses delivery of certificates representing the Common Stock and Unit Warrants, including original issue and transfer taxes, if any; (iii) the qualifications of the Company’s counsel's Units (covered by the "firm commitment" offering) under State Securities or Blue Sky Laws, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution including counsel fees of the Registration Statement Representative relating thereto in the sum of Thirty Thousand (including financial statements, exhibits, schedules, consents and certificates $30,000) Dollars ($_________ of expertswhich has been paid prior to the Effective Date), together with appropriate state filing fees) plus disbursements relating to, but not limited to, long-distance telephone calls, photocopying, messengers, excess postage, overnight mail and courier services; (iv) the Time fees and disbursements of Sale Prospectuscounsel for the Company and the accountants for the Company; and (v) any other costs of qualifying the Units and components thereof for listing on NASDAQ. The Company shall, upon receipt of an invoice from the ProspectusRepresentative, each free writing prospectus prepared reimburse the Representative for any costs of otherwise unreimbursed postage and including mailing of preliminary and final prospectuses incurred by or on behalf of, used by, or referred to by of the Company, Representative and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (iv) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying preparation for, or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate), (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering and sale and distribution of the Offered SharesUnits on an accountable basis, including, without limitation, expenses associated with and for the preparation or dissemination cost of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval investigative reports (such as Xxxxxx'x Reports) of the Company's executive officers, travel directors and lodging expenses principal shareholders. Reimbursement of the representatives, employees and officers costs of investigative reports shall not exceed the actual cost of the Company invoice(s) and any such consultants, and 50% in no event shall exceed $___________. After closing of the cost of any aircraft chartered in connection with the road show, (viii) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereofpublic offering, the Underwriters Company shall pay their own expenses, including bear the fees and disbursements costs of their counseltombstone announcements not to exceed $10,000.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and of each amendment thereto, exhibits(ii) the preparation, schedulesprinting and delivery to the Underwriters of this Agreement and such other documents as may reasonably be required in connection with the offering, consents purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and certificates delivery of experts)the Securities to the Underwriters, including any stock or other transfer taxes, any stamp or other duties payable upon the Time sale, issuance and delivery of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred Securities to by the CompanyUnderwriters, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreementany charges of DTC in connection therewith, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees printing and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto (all such including without limitation any costs associated with electronic delivery of these materials), (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplement thereto, (viii) the fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided the Underwriters shall be responsible for their lodging expenses), (x) the filing fees incident to, and 50% the reasonable fees and disbursements of counsel to the cost of any aircraft chartered Underwriters in connection with the road showreview by FINRA of the terms of the sale of the Securities, (viiixi) the fees and expenses associated incurred in connection with listing the Offered Shares inclusion of the Securities on the NASDAQNASDAQ Global Select Market, and (ixxii) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third paragraph of Section 4 or in Section 7, Section 9 or Section 10 1(a)(ii) hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriter of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriter, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriter, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters Underwriter not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriter in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, not in excess of $20,000 and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The NASDAQ Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statements, statements and exhibits, schedules, consents ) as originally filed and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors and the fees and disbursements of counsel for the Selling Shareholder, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, Survey and any supplements supplement thereto, advising (vi) the printing and delivery to the Underwriters of such qualificationscopies of each Preliminary Prospectus, registrations any Permitted Free Writing Prospectus, the Prospectus and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company one or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part more versions of the Offered Shares Preliminary Prospectus and the Prospectus for offer and sale under distribution in Canada often in the provincial securities laws form of Canada, and, if requested by the Representative, preparing and printing a Canadian “Canadian wrapper”, and any amendments or supplements theretothereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, advising (vii) the preparation, printing and delivery to the Underwriters of such qualifications, registrations copies of the Blue Sky Survey and exemptionsany supplement thereto, (viviii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (viiix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultantsconsultants (provided, however, that the Company and 50% of the Underwriters shall share equally in the cost of any aircraft and other transportation chartered in connection with the road show), (viiix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities (in an amount not to exceed $10,000), and (xii) the fees and expenses associated incurred in connection with listing the Offered Shares on the NASDAQ, and (ix) all other fees, costs and expenses inclusion of the nature referred to Securities in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counselNasdaq Global Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, Issuer Free Writing Prospectus and all the Prospectus and any amendments and or supplements thereto, (iii) the preparation, issuance and this Agreementdelivery of the certificates or electronic book entries for the Securities to be issued by the Company to the Underwriters, including any share or other transfer taxes and any stamp or other duties payable upon the issuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part disbursements of the Offered Shares for offer Company’s counsel, accountants and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptionsother advisors, (v) all the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, attorneys’ fees and expenses incurred by the Company or reasonable fees and disbursements of counsel for the Underwriters not in excess of $5,000 in connection therewith and in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part preparation of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, Blue Sky Survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel any transfer agent or registrar for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by the Company in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the issue by the Company, of the Securities, not in excess of $20,000 and (ix) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements expenses incurred in connection with the listing of their counselthe Securities on The Nasdaq Global Select Market.

Expenses of the Company. The Company agrees will pay or cause to pay be paid all costs, fees and expenses incurred in connection with incident to the performance of its obligations hereunder and in connection with the transactions contemplated herebyunder this Agreement, including without limitation (i) all fees and expenses of the registrar and transfer agent of the Shares, (ii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping printing and distribution filing of the Registration Statement (including financial statementsstatements and exhibits) as originally filed and each amendment thereto, exhibits(ii) the preparation, schedules, consents printing and certificates delivery to the Underwriters of experts), the Time copies of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(dthe Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) Communicationthe preparation, issuance and all amendments delivery of the certificates or security entitlements for the Securities to the Underwriters, including any stock or other transfer taxes and supplements theretoany stamp or other duties payable upon the sale, and this Agreementissuance or delivery of the Securities to the Underwriters, (iv) all filing fees, attorneys’ the fees and expenses incurred by disbursements of the Company or Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 5(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer therewith and sale under the state securities or blue sky laws and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or preparation of any part of the Offered Shares for offer and sale under the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Canadian wrapper”, blue sky survey and any supplements supplement thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters (all such fees and expenses of counsel the Trustee for the Underwriters pursuant to this clause (vi), clause (iv) and clause (v) above not to exceed $15,000 in the aggregate)Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication ” undertaken in connection with the offering marketing of the Offered SharesSecurities, including, including without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Companypresentations, travel and lodging expenses of the representatives, employees representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and up to $10,000 of reasonable fees and expenses associated with listing disbursements of counsel to the Offered Shares on Underwriters in connection with, the NASDAQreview by FINRA of the terms of the sale of the Securities, and (ix) all other fees, 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 nature referred to in Item 13 of Part II Securities made by the Underwriters caused by a breach of the Registration Statement. Except as provided representation contained in this the third sentence of Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel1(a)(ii).