Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to # the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, # the preparation, issuance and delivery of the Placement Shares, # the qualification of the Placement Shares under securities laws in accordance with the provisions of Section 8(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel for Cowen in connection therewith shall be paid by Cowen except as set forth in # below), # the printing and delivery to Cowen of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, # the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on the NYSE, # the filing fees and expenses, if any, of the Commission, and # the reasonable fees and disbursements of Cowen’s counsel in an amount not to exceed $50,000.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including # the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, # the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, # the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, # the fees and disbursements of the counsel, accountants and other advisors to the Company, # the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent # not to exceed $50,000 in connection with the filing of this Agreement and # not to exceed $10,000 per year thereafter in connection with updates at the time of Representation Dates; # the fees and expenses of the transfer agent and registrar for the Common Stock, # the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and # the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.