Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.4, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, shall be borne by the Company; PROVIDED, HOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses); PROVIDED, HOWEVER, that if at the time of such withdrawal, such Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses); PROVIDED, HOWEVER, that if at unless the time Holders of such withdrawal, such Holders have learned a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 or unless the registration request is withdrawn after a material adverse change in the condition, business or prospects of affecting the Company from that was not known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights request pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.47.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one a single counsel for the participating Holders, selling Holders selected by them shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.27.2.

Expenses of Demand Registration. All expenses (other than ------------------------------- underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.43.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one special counsel for the participating selling Holders, shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 3.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.23.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and including the reasonable fees and disbursements incurred of only one counsel for the participating selling Holders, shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders who had requested such registration shall bear such expensesexpenses prorated, based on the number of shares included in the Registration Statement); PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications registrations pursuant to this Section 6.2 7.2, and 6.4related filings and qualifications, including (without limitation) all registration, filing and qualification fees, printers' printer's and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements (up to $10,000) of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 6.2 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least 60% of the Registrable Securities to be registered (in which case all participating the Holders requesting the withdrawal shall bear such expenses, pro rata, based on the number of Registrable Securities each was to include in the registration), unless the Holders of at least sixty percent (60%) of the Registrable Securities then outstanding agree to forfeit their right to one demand registration pursuant to this Section 7.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their registration request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 6.27.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.47.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one a single counsel for the participating Holders, selling Holders selected by them shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.2.to

Expenses of Demand Registration. All expenses reasonable expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' primers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the participating selling Holders selected by the Selling Holders, shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.47.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 7.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.27.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) and the fees and disbursements of one special counsel to the selling Holders incurred in connection with the underwriting, registrations, filings or qualifications pursuant to Section 6.2 and 6.42, including (including, without limitation) , all registration, filing and qualification fees, printers' printing and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, Company shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Series A Stock, of the Series B Stock and of the Series C Stock, respectively, agree to forfeit their right to one demand registration pursuant to Section 2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be -------- ------- required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.2; PROVIDED, HOWEVERprovided -------- further, that if at the time of such withdrawal, such the Holders have learned of a ------- material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or and qualifications pursuant to Section 6.2 and 6.410.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the CompanyBorrower, and the reasonable fees and disbursements of one counsel for the participating HoldersHolder, shall be borne by the CompanyBorrower; PROVIDEDprovided, HOWEVERhowever, that the Company Borrower shall not be required to -------- ------- pay for any expenses of any registration proceeding begun pursuant to Section 6.2 10.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered Holder (in which case all participating Holders the Holder shall bear such expenses); PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such Holders have the Holder has learned of a material adverse change in the condition, business business, or prospects of the Company Borrower from that known to such Holders the Holder at the time of their requestits request and has withdrawn the request with reasonable promptness following disclosure by the Borrower of such material adverse change, then the Holders Holder shall not be required to pay any of such expenses and shall retain their its rights pursuant to Section 6.210.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known was unknown to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrationsthe registration, filings filing or qualifications qualification pursuant to Section 6.2 and 6.43.1, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDED, HOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 3.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 3.1; PROVIDED, HOWEVERprovide further, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.23.1.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the CompanyCompany with respect to two (2) such registrations; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Demand Right Shares to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Demand Right Shares agree to forfeit their right to the demand registration pursuant to Section 2.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.2.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the CompanyCompany with respect to one (1) such registration; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses); PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.4this Article I, including (without limitation) all registration, filing and qualification fees, printers' ’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders for each registration shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at on the written request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating unless the Holders shall bear such expenses); PROVIDED, HOWEVER, that if at the time of such withdrawal, such Holders have learned of a material adverse change in majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, if the withdrawal results from information concerning the condition, business or prospects of the Company from that not known to such the Holders at the time of their the request, then the Holders shall not be required to pay any of such expenses and shall retain their full rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42.1, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements not to exceed $25,000 of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, financial condition or business or prospects of the Company from that known to such the Holders at the time of their requestthe initial filing of the registration statement and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.1.

Expenses of Demand Registration. All expenses expenses, other than ------------------------------- underwriting discounts and commissions commissions, but including the fees and disbursements of one counsel for the selling Holders, incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings filings, or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses); PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements (not to exceed $25,000) of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) , all registration, filing and qualification fees, printers' and accounting printer’s fees, accounting fees and fees and disbursements of counsel for the Company, and the reasonable Company (including fees and disbursements of one counsel for the participating selling Holders, ) shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least seventy percent (70%) of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of at least seventy percent (70%) of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain not forfeit their rights right to one demand registration pursuant to Section 6.21.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2 hereof, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 hereof if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 hereof; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, condition or business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their full rights pursuant to Section 6.21.2 hereof.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions and the fees and disbursements of special counsel for the selling Holders, if any, incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.43.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, Company shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 3.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.23.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrationsthe registration, filings filing or qualifications qualification pursuant to Section 6.2 and 6.42.2 (which right may be assigned as provided in Section 2.13), including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 2.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.43.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of 8. any registration proceeding begun pursuant to Section 6.2 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 3.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.23.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.43.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for selected by the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be ----------------- required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 3.2; PROVIDED, HOWEVERprovided -------- further, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.23.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 Sections 2 and 6.43, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and including the reasonable fees and disbursements incurred of only one counsel for the participating selling Holders, shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders who had requested such registration shall bear such expenses); PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.23.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.41.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements dis bursements (not to exceed $15,000) of one counsel for the participating Holders, selling Holders shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; PROVIDEDpro vided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.21.2.

Expenses of Demand Registration. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements expenses of one counsel for the participating Holdersselling Holders selected by them; provided, shall be borne by the Company; PROVIDED, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, selling Holders shall be borne by the CompanyCompany with respect to two (2) such registrations; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to the demand registration pursuant to Section 2.2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions and any fees and expenses of a special counsel of a selling stockholder, incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 and 6.42, including (without limitation) all registration, federal and state filing and qualification feesfees and expenses, printers' and accounting fees, fees and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holders, shall be borne paid by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2; PROVIDEDprovided further, HOWEVERhowever, that if at the time of such withdrawal, such the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to such the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6.22. The Company's obligations under this 6 shall apply to each registration pursuant to Section 2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 6.2 Sections 1.2 and 6.41.3 hereof, including (without limitation) all registration, filing and qualification fees, printers' ’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the participating Holdersselling Holders not to exceed $50,000, shall be borne by the Company; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 6.2 1.2 if the registration request is subsequently withdrawn withdrawn, other than pursuant to Section 1.2(c), at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders holders shall bear such expenses); PROVIDED, HOWEVER, that if at unless the time of such withdrawal, such Holders have learned of a material adverse change in the condition, business or prospects majority of the Company from that known Registrable Securities agree to such Holders at the time of forfeit their request, then the Holders shall not be required right to pay any of such expenses and shall retain their rights one demand registration pursuant to Section 6.21.2.