For providing the services in connection with this Agreement, the Issuer will pay Backers and the Dealer the following:

Success Based Fee: If, during the period Backers is retained by the Issuer and an IBO is consummated or the Issuer enters into an agreement by which an IBO subsequently results, a fee (the “Success Based Fee”) equal to 7.99% cash of projected target capital raise pursuant to the IBO and equity equal to 7.99% of the number of projected target securities pursuant to the IBO shall be payable upon closing of the IBO.

Other Fees: The Company will be responsible for all expenses related to the Offering, whether or not it is completed, including all fees and disbursements of its legal counsel. For greater clarity, expenses shall also include all reasonable expenses, background search fees and filing fees.