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 3.14.1, it will pay to the Underwriters a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Shares, $75,000 of which has been paid to date, and the Company will pay the balance on the 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 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 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 3.14.13.15.1, it will pay to the Underwriters a non-accountable expense allowance equal to three two percent (32%) of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 such 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 3.14.13.8.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesSecurities and the Option Securities, $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 UnderwritersUnderwriter, 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 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 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 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 3.14.1, it will pay to the Underwriters a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Shares, $75,000 of which has been paid to date, and the Company will pay the balance on the 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 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 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 3.14.13.15.1, it will pay to the Underwriters a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesSecurities, $75,000 of which $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. 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-road- show" and due diligence expenses). The Underwriters shall retain such part of the non-accountable expense allowance previously paid as shall equal 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 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 3.14.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesSecurities and the Option Securities, $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 UnderwritersUnderwriter, 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 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 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 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 3.14.13.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesSecurities, $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 UnderwritersRepresentative, 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 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 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 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 3.14.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesSecurities and the Option Securities, $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 UnderwritersRepresentative, 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 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 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 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 3.14.13.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to three percent (3%) percent of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 UnderwritersRepresentative, 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 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 such 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 3.14.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to three one percent (31%) of the gross proceeds received by the Company from the sale of the Firm Shares, $75,000 25,000 of which has been paid to date, and the Company will pay the balance on the 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 Underwriters 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 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 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 3.14.13.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) percent of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $75,000 of which $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. 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 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 such 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 3.14.1, it will pay to the Underwriters a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $75,000 of which $____ 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 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. 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 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 3.14.13.15.1, it will pay to the Underwriters Representative a non-accountable expense allowance equal to three percent (3%) percent of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 UnderwritersRepresentative, 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 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 such 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 3.14.13.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 UnderwritersUnderwriter, 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 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 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 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 3.14.13.15.1, it will pay to the Underwriters a non-accountable expense allowance equal to three two percent (32%) of the gross proceeds received by the Company from the sale of the Firm Public 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 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. For the avoidance of doubtIf, the Underwriters shall not be entitled to receive such non-accountable allowance from the sale of for any Option Shares. If 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 such 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 3.14.13.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 UnderwritersUnderwriter, 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 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 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 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 3.14.1, it will pay to the Underwriters a non-non- accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Public 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 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. For the avoidance of doubtIf, the Underwriters shall not be entitled to receive such non-accountable allowance from the sale of for any Option Shares. If 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 such 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 3.14.13.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 UnderwritersUnderwriter, 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 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 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 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 3.14.13.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm SharesSecurities, $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 UnderwritersUnderwriter, 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 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 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 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 3.14.13.15.1, it will pay to the Underwriters Underwriter a non-accountable expense allowance equal to three two and one half percent (32 1/2%) of the gross proceeds received by the Company from the sale of the Firm SharesPublic Securities, $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 UnderwritersUnderwriter, 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 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 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 actual out-of-pocket expenses, the Underwriters Underwriter shall promptly remit to the Company any such excess.