Fees and Expenses. Section 4 of the Agreement is hereby deleted in its entirety, and replaced with the following paragraph:

Fees and Expenses. In exchange for use of the Office and Services, Customer shall pay to Service Provider a fee of THIRTY-SEVEN THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($37,500.00) every six months (“Rentals”); provided, however, the first payment of Rentals (the “Initial Payment”) shall not be due and payable by Customer to Service Provider until July 1, 2016 at which time Customer shall pay Service Provider a sum equal to SIXTY-TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($62,500.00). After the Initial Payment, Customer shall pay Rentals in arrears for each previous six month period on January 1 and July 1 of each calendar year until this Agreement is terminated.

Fees and Expenses. Each party will be responsible for all of the legal, accounting and other expenses incurred by such party hereto in connection with the transactions contemplated by this Agreement.

The Borrower shall pay to the Agent for the account of each of the Delayed Draw Term Loan B [[Organization B:Organization]], a fee in an amount equal to 5.00% of the amount of Delayed Draw Term Loan B Loan Commitments provided by such Delayed Draw Term Loan B Lender, which shall be fully earned and nonrefundable upon the effectiveness of the Second Amendment Effective Date.

Fees and Expenses. The Administrative Agent shall have received evidence of the payment by the Borrower of all fees due and payable to the ​, the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers on or prior to the Effective Date that the Borrower has agreed to pay in connection with this Agreement. The Borrower shall have paid all reasonable expenses (including the legal fees of Mayer Brown LLP) for which invoices have been presented prior to the Effective Date that the Borrower has agreed to pay in connection with this Agreement.

Fees and Expenses. The Company shall have reimbursed the Purchaser, by wire transfer of immediately available funds to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to the Initial Closing Date, for all fees and expenses incurred by the Purchaser in connection with the transactions contemplated hereby in accordance with that certain letter between the Company and the Purchaser dated as of June 4, 2024 (the “Expense Reimbursement Letter”); provided that the amount of such fees and expenses may be satisfied by the Purchaser deducting such amount from the portion of the Aggregate Purchase Price applicable to the Initial Closing Purchase Securities.

Fees and Expenses. In consideration for the services to be provided by HFG under the terms of this Agreement, HFG shall be entitled to receive from the Company a fee of $ 225,000 (the “Fee”). The Company agrees to pay to HFG the amount of $10,000 for services that it will be required to perform advance of the Going Public Transaction. The balance of the Fee, or $215,000, less any other advances, shall be shall be immediately payable, via wire-transferred funds, upon the closing date of the Going Public Transaction.

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

Costs, Fees and Expenses. In consideration of Agent’s and each Lender’s agreement to enter into this Amendment, Borrowers shall be responsible for the payment of all reasonable costs, fees and expenses of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents. All such costs, fees and expenses shall be paid with proceeds of Revolving Loans.

Legal Fees and Expenses. The Company shall reimburse all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Participant if the Participant prevails on a material issue with respect to his or her claim for relief in an action by the Participant to obtain or enforce any right or benefit provided by this Plan. If a Participant is entitled to recover fees and expenses under this Section 10.1, the reimbursement of an eligible expense shall be made within 10 business days after delivery of the Participant’s respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year after the year in which such rights are established.