Except as otherwise set forth in this Agreement, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers provided however, that the Company shall bear all of the costs and expenses of the registration of the Common Shares pursuant to Section 4(g), below.  The Company shall be responsible for the payment of any transfer agent fees and Depository Trust Company (“ DTC ”) relating to or arising out of the transactions contemplated hereby.  The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.