Common use of Non-accountable Expenses Clause in Contracts

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters a non-accountable expense allowance equal to two percent (2%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public SecuritiesFirm Shares, $75,000 of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's ’s check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. For the avoidance of doubt, the Underwriters shall not be entitled to receive such non-accountable allowance from the sale of any Option Shares. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's ’s liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' ’ actual out-of-pocket expenses (including, but not limited to, counsel fees, "“road-show" ” and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 60,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-road- show" and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.8.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Firm Securities and the Option Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public SecuritiesFirm Shares, $75,000 of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. For the avoidance of doubt, the Underwriters shall not be entitled to receive such non-accountable allowance from the sale of any Option Shares. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two percent (2%) of the gross proceeds received by the Company from the sale of the Public Firm Securities (but not the Option Securities), of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever other than a breach by the Representative of this Agreement, then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.paid

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-of- pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two one percent (21%) of the gross proceeds received by the Company from the sale of the Public SecuritiesFirm Shares, $25,000 of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's ’s check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. For the avoidance of doubt, the Representative shall not be entitled to receive such non-accountable allowance from the sale of any Option Shares. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's ’s liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative’s actual out-of-pocket expenses (including, but not limited to, counsel fees, "“road-show" ” and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two percent three (23%) percent of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-showroadshow" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If expenses to exceed $50,000, except in the case of fraud or willful misconduct on the part of the Company in which event, if the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters tive shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters a non-non- accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public SecuritiesShares, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities Shares or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. If If, for any reason whatsoever, the offering contemplated by this Agreement is not consummated for any reason whatsoever consum mated, then the following provisions shall apply: The Company's liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-road- show" and due diligence expenses). The Underwriters shall retain such part of the non-non- accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Firm Securities and the Option Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-non- accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.13.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two percent (2%) of the gross proceeds received by the Company from the sale of the Public Firm Securities (but not the Option Securities), of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's ’s check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's ’s liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative’s actual out-of-pocket expenses (including, but not limited to, counsel fees, "“road-show" ” and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters a non-accountable expense allowance equal to two percent (2%) of the gross proceeds received by the Company from the sale of the Public SecuritiesShares, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities Shares or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. If If, for any reason whatsoever, the offering contemplated by this Agreement is not consummated for any reason whatsoever consum mated, then the following provisions shall apply: The Company's liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, 3.15.1 it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 60,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two percent three (23%) percent of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 50,000.00 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, Underwriters by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-showroadshow" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Firm Securities and the Option Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two percent three (23%) percent of the gross proceeds received by the Company from the sale of the Public Firm Securities, of which $50,000 ________ has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's ’s check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's ’s liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative’s actual out-of-pocket expenses (including, but not limited to, counsel fees, "“road-show" ” and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever other than a breach by the Representative of this Agreement, then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.12.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public SecuritiesUnits, of which $50,000 25,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise balance on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then (i) the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters , inclusive of amounts theretofore paid to the Representative; (ii) the Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If ; and (iii) if the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.14.1, it will pay to the Underwriters a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 ____ has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities Units or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two percent three (23%) percent of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-showroadshow" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If , not to exceed $50,000, except in the case of fraud or willful misconduct on the part of the Company in which event, if the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in ------------------------ addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to two and one half percent (22 1/2%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersUnderwriter, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Underwriter of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Underwriter's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Underwriter shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.13.1, it will pay to the Underwriters a non-accountable expense allowance equal to two percent three (23%) percent of the gross proceeds received by the Company from the sale of the Public Firm Securities (but not the Option Securities), of which $50,000 _______ has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's ’s check or, at the election of the Underwriters, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's ’s liability for payment to the Underwriters of the non-accountable expense allowance shall be equal to the sum of the Underwriters' ’ actual out-of-pocket expenses (including, but not limited to, counsel fees, "“road-show" ” and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representatives a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentatives, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representatives of the non-accountable expense allowance shall be equal to the sum of the UnderwritersRepresentatives' actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-road- show" and due diligence expenses). The Underwriters Representatives shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representatives shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If If, for any reason whatsoever, the offering contemplated by this Agreement is not consummated for any reason whatsoever consummated, then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-road- show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.11.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public SecuritiesUnits, of which $50,000 25,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise balance on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then (i) the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters , inclusive of amounts theretofore paid to the Representative; (ii) the Representative shall retain such part of the non-non- accountable expense allowance previously paid as shall equal their its actual out-of-pocket expenses. If ; and (iii) if the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.15.13.13.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two percent three (23%) percent of the gross proceeds received by the Company from the sale of the Public Firm Securities (but not the Option Securities), of which $50,000 100,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess.

Non-accountable Expenses. The Company further agrees that, in ------------------------ addition to the expenses payable pursuant to Section 3.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to two three percent (23%) of the gross proceeds received by the Company from the sale of the Public Securities, of which $50,000 has been paid to date, and the Company will pay the balance on the Closing Date and any additional monies owed attributable to the Option Securities or otherwise on the Option Closing Date by certified or bank cashier's check or, at the election of the UnderwritersRepresentative, by deduction from the proceeds of the offering contemplated herein. If the offering contemplated by this Agreement is not consummated consum mated for any reason whatsoever then the following provisions shall apply: The Company's liability for payment to the Underwriters Representative of the non-accountable expense allowance shall be equal to the sum of the Underwriters' Representative's actual out-of-pocket expenses (including, but not limited to, counsel fees, "road-show" and due diligence expenses). The Underwriters Representative shall retain such part of the non-accountable expense allowance previously paid as shall equal their such actual out-of-pocket expenses. If the amount previously paid is insufficient to cover such actual out-of-pocket expenses, the Company shall remain liable for and promptly pay any other actual out-of-pocket expenses. If the amount previously paid exceeds the amount of the actual out-of-pocket expenses, the Underwriters Representative shall promptly remit to the Company any such excess. Upon request, the Representative shall furnish the Company with copies of receipts or other evidence of payment of its actual out- of-pocket expenses.