any federal, state, local and foreign income tax expense for that period and, without duplication, Tax Distributions made in (or payable with respect to) that period;

loss from extraordinary items for such period;

tax expense based on income, profits or capital, including federal, foreign, state, franchise and similar taxes (and for the avoidance of doubt, specifically excluding any sales taxes or any other taxes held in trust for a Governmental Authority),

income tax expense determined on a consolidated basis in accordance with GAAP,

depreciation and amortization expenses and other non-cash charges to earnings,

provision for taxes based on income, gross receipts, profits or capital of any member of the Restricted Group, including federal, state, local, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period including # penalties and interest related to such taxes or arising from any tax examinations and # in respect of repatriated funds (whether imposed on payor or payee and including any dividend distribution taxes),

Expense. All expenses and costs in connection with the administration of the Plan shall be borne by the Corporation.

Employee shall be entitled to reimbursement of expenses incurred in the performance of the functions and duties under this Agreement. In order to receive reimbursement, Employee must timely provide Employer with an itemized account of all expenditures, along with suitable receipts therefore.

Expense Allowance. The Company shall pay directly, or advance funds to Executive or reimburse Executive for, all expenses reasonably incurred by him in connection with the performance of his duties as an employee or consultant hereunder, upon the submission to the Company of itemized expense reports, receipts or vouchers in accordance with its then customary policies and practices.

Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright # $35,000 for non-accountable expenses (to be increased to $50,000 in case of a public Offering); # up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses (to be increased to $100,000 in case of a public Offering); plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder and, if applicable, the costs associated with the use of a third-party electronic road show service (such as NetRoadshow); provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement.