Common use of Consideration; Payment of Expenses Clause in Contracts

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Shares purchased) of the following compensation: (i) An underwriting discount of seven percent (7%) of the gross proceeds of the Offering; and (ii) a non-accountable expense allowance equal to two percent (2%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by the NASD to the effect that the Underwriters’ aggregate compensation is in excess of NASD rules or that the terms thereof require adjustment. (c) Whether or not: (i) the transactions are contemplated by this Agreement, (ii) the Registration Statement and the Prospectus are consummated or (iii) this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering;

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Shares purchased) of the following compensation: (i) An underwriting discount of seven percent (7%) of the gross proceeds of the Offering; and (ii) a non-accountable expense allowance equal to two percent (2%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $50,000 previously paidpaid to Maxim Group LLC. (b) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by the NASD FINRA to the effect that the Underwriters’ aggregate compensation is in excess of NASD FINRA rules or that the terms thereof require adjustment. (c) Whether or not: (i) the transactions are contemplated by this Agreement, (ii) the Registration Statement and the Prospectus are consummated or (iii) this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; ; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering;

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Shares purchased) of the following compensation: (i) An underwriting discount of seven percent (7%) of the gross proceeds of the Offering; and (ii) a non-accountable expense allowance equal to two percent (2%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Representative reserves Representatives reserve the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by the NASD FINRA to the effect that the Underwriters’ aggregate compensation is in excess of NASD rules FINRA Rules or that the terms thereof require adjustment. (cb) Whether or not: (i) not the transactions are contemplated by this Agreement, (ii) the Registration Statement and the Prospectus are consummated or (iii) this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, “edgarization” formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus Prospectus, General Disclosure Package and the Prospectus and any and all exhibits, amendments and supplements thereto and the mailing and delivering of a sufficient quantity of copies thereof to the Underwriters and dealersdealers as the Representatives may reasonably request; (ii) the fees, disbursements all fees and expenses of the Company’s counsel and accountants in connection with the registration filing of Corporate Offerings Business & Regulatory Analysis (“COBRADesk”) filings with FINRA, including the Shares under fees and disbursements of counsel for the Securities Act and the OfferingUnderwriters in connection with such filing; [•], 2010 (iii) the cost of producing this Agreement all fees and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) expenses in connection with filing of the OfferingRegistration Statement and Prospectus with the Commission;

Consideration; Payment of Expenses. (a) In addition to the underwriters’ discount provided for in Section 2(a) hereof, as additional consideration of for the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Shares purchased) of the following compensation: (i) An underwriting discount of seven percent (7%) of the gross proceeds of the Offering; and (ii) a non-accountable expense allowance equal to two percent (2%) of the gross proceeds of the Offering (exclusive of proceeds from the sale of Additional Shares), less $50,000 previously paid. (b) The Representative reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by the NASD FINRA to the effect that the Underwriters’ aggregate compensation is in excess of NASD FINRA rules or that the terms thereof require adjustment. (c) Whether or not: (i) the transactions are contemplated by this Agreement, (ii) the Registration Statement and the Prospectus are consummated or (iii) this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing, “edgarization” and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; ; (ii) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters, blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection with the Offering;