Common use of Registration Expenses Clause in Contracts

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees Except to the extent expressly provided by Section 2.1(d) or Section 2.2(c) or in connection with a Piggy-Back Registration relating to a registration by INC on its own initiative (and not as a result of any other person’s or entity’s right to cause INC to file, cause and effect a registration of INC securities) and for INC’s own account (in which case INC will pay all customary costs and expenses incident of registration), if Shareholder has included Registrable Securities in a registration, Shareholder shall pay, or promptly reimburse INC for, its pro rata share of all customary costs and expenses incurred in connection with any Demand Registration effected pursuant to Section 2.1 or Piggy-Back Registration pursuant to Section 2.2, such pro rata share to be in proportion to the performance number of shares Shareholder is selling, after giving effect to any reduction pursuant to Section 2.1(c) or compliance Section 2.2(b), in such Demand or Piggy-Back Registration relative to the total number of shares being sold in the registration, of all customary costs and expenses incurred in connection with this Agreement by the Company shall be borne by the Company such registration, in each case whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeStatement becomes effective, including, without limitation, : (i) all registration and filing fees fees; (including, without limitation, ii) fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing “blue sky” Laws (including, without limitation, including fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), ; (iii) messenger, telephone and delivery printing expenses, ; (iv) fees imposed by the Financial Industry Regulatory Authority, Inc.; and (v) fees and disbursements of counsel for INC and fees and expenses for independent registered public accountants retained by INC (including the Company, (v) Securities Act liability insurance, if expenses or costs associated with the Company so desires such insurance, and (vi) delivery of any opinions or comfort letters requested pursuant to Section 3.1(i)). INC shall have no obligation to pay for the fees and expenses of all counsel representing Shareholder in any Demand Registration or Piggy-Back Registration. INC shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by Shareholder, which underwriting discounts or selling commissions shall be borne solely by Shareholder. For the avoidance of doubt, Shareholder shall have no obligation to pay any underwriting discounts or selling commissions attributable to the shares being sold by any other Persons retained by Person. Additionally, in an underwritten offering, Shareholder, INC and any other Person whose Common Shares or other securities are included in the Company in connection with offering shall bear the consummation expenses of the transactions contemplated by this AgreementUnderwriter(s) pro rata in proportion to the respective amount of shares each is selling in such offering. In additionFor the avoidance of doubt, the Company Shareholder shall be responsible for have no obligation to pay, and INC shall bear, all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement INC (including, without limitation, all fees, salaries and expenses of its officers officers, employees and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses management) incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker performing or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderscomplying with INC’s obligations under this Agreement.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants (A) with respect to filings required to be made with any Trading Market on which the Common Stock is are then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer FilingSection 3(j) above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees fees, expenses and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the registrations and consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer FilingCompany, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall Notwithstanding the foregoing, the Company shall be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal reasonable counsel fees or other costs of the Holders; provided, however, that any such counsel fees of the Holders shall not exceed $10,000 incurred in connection with the review of the registration statement.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementHolders), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer FilingCompany, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $7,500, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the shares of Common Stock is are then listed for trading, and (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) ), and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts, fees or selling commissions or broker or similar commissions or fees, or transfer taxes of any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market stock exchange on which the Common Stock is any Registrable Securities are then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. the Financial Industry Regulatory Authority (“FINRA”) pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred in connection with any road show for underwritten offerings, (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for all the avoidance of its internal doubt, any expenses incurred of Counsel to the Holders in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal filing or accounting duties), the expense amendment of any annual audit Registration Statement, Prospectus or free writing prospectus hereunder. Each Holder that sells Registrable Securities pursuant to an Underwritten Offering shall bear and the pay all underwriting discounts, fees and expenses incurred in connection with the listing of commissions applicable to the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible sold for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderssuch Holder’s account.

Registration Expenses. All The Company shall bear all fees and expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Company shall be borne by the Company of its obligations under Sections 2 and 3 of this Agreement whether or not any Registrable Securities are sold pursuant to a Registration StatementStatement is declared effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (By) in of compliance with applicable federal and state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by Securities under the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which laws of such jurisdictions as Notice Holders of a Holder intends to make sales majority of the Registrable Securities with NASD Regulation, Inc. being sold pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleRegistration Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementform eligible for deposit with The Depository Trust Company), (iii) messenger, telephone and delivery expensesduplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation Shelf Registration Statement, (v) reasonable fees and disbursements of the transactions contemplated Trustee and its counsel and of the registrar and transfer agent for the Common Stock and (vi) any Securities Act liability insurance obtained by this Agreementthe Company in its sole discretion. In addition, the Company shall be responsible for all of its pay the internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange as required hereunder. In no event shall on which similar securities of the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay selling expenses, including any underwriting discount and commissions, and all registration expenses to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersrequired by applicable law.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All (a) Whether or not any Registration Statement is filed or becomes effective, the Company shall pay all costs, fees and expenses arising from or incident to the Company’s performance of or compliance with this Agreement by Agreement, including the Company shall be borne by sale of the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeSecurities, including, without limitation, (i) all registration and filing fees SEC, stock exchanges, FINRA (including, without limitation, fees, charges and disbursements of counsel in connection with FINRA registration), and other registration and filing fees (ii) all fees and expenses (A) incurred in connection with respect to filings required to be made complying with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or “Blue Sky laws reasonably agreed to by the Company in writing (Sky” laws, including, without limitation, fees fees, charges and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saletherewith, (iiiii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementHolders), (iiiiv) messenger, telephone and delivery expenses, (ivv) fees and disbursements of counsel for the CompanyCompany and any other legal fees, (v) Securities Act liability insurance, if the Company so desires such insurance, and charges or expenses (vi) fees and disbursements of all independent certified public accountants of the Company and any other accounting fees, charges or expenses (including expenses of any “cold comfort” letters required in connection with this Agreement or as an incident to registration) and all other Persons persons retained by the Company in connection with such Registration Statement, (vii) reasonable fees, charges and disbursements of Counsel to the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred Holders in connection with the consummation of the transactions contemplated Shelf Registration Statement called for by this Agreement Section 3(a) and in connection with any Piggyback Takedown or any Holder Underwritten Offering, (includingviii) with respect to Registrable Securities that are listed on a national securities exchange, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of such Registrable Securities, and (ix) all other costs, fees and expenses incident to the Registrable Securities on Company’s performance or compliance with this Agreement. Notwithstanding the foregoing, the fees and expenses of any securities exchange as required hereunder. In no event shall persons retained by any Holder, other than one counsel for all such Holders, will be payable by such Holder and the Company will have no obligation to pay any such amounts. The Holders shall be responsible for any broker or similar commissions and transfer taxes relating to the sale of any Holder or, except Registrable Securities pursuant to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersthis Agreement.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market each securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, (B) with respect to filing fees required to be paid by the Company to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, to a maximum amount of $5,000, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salelaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market Nasdaq and each other securities exchange, quotation system, market or over-the-counter bulletin board on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, (B) with respect to filings required to be made with the Commission, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementor photocopying prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (viv) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including, in the case of an underwritten offering, the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters) and legal counsel, and (vi) fees and expenses of the Special Counsel in connection with any Registration Statement hereunder. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in Section 4(b), shall be borne by the Company whether or not pursuant to an Underwritten Offering and whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the NASDAQ and any Trading Subsequent Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if not previously paid by any, or the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders (not to exceed $7,500), (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Corporation’s performance of of, or compliance with with, its obligations under Article V of this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses (A) of compliance with respect to securities and “blue sky” laws, all fees and expenses associated with filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing FINRA (including, without limitationif applicable, reasonable and customary fees and disbursements expenses of counsel for the Company any “qualified independent underwriter” as such term is defined in connection with Blue Sky qualifications or exemptions Schedule E of the Registrable Securities) by-laws of the FINRA), all fees and (C) if not previously paid by the Company in connection expenses of compliance with an Issuer Filingsecurities and “blue sky” laws, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) all printing expenses (including, without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders a holder of a majority of the Registrable Securities included in a Registration Statement)Securities) and copying expenses, (iii) messenger, telephone all messenger and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) all fees and expenses of all other Persons retained the Corporation’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions) and reasonable and customary fees and expenses of one firm of counsel for each Principal that is (or a member of whose Group is) a Selling Stockholder (collectively, the “Registration Expenses”) shall be borne by the Company in connection with the consummation Corporation, regardless of the transactions contemplated by this Agreementwhether a registration is effected. In addition, the Company shall be responsible for all of The Corporation will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and expenses incurred included in connection with each established over-the-counter market on which similar securities issued by the listing Corporation are then listed or traded. Each Selling Stockholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Stockholder’s Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersregistration.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, if any, (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $7,500, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses incurred by the Company (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)Securities, (iii) messenger, telephone and delivery expensesexpenses incurred by the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insuranceinsurance incurred by the Company, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of of, or compliance with with, its obligations under Article II of this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to in respect of a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeparticular offering, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses (A) of compliance with respect to securities and “blue sky” laws, all fees and expenses associated with filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing FINRA (including, without limitationif applicable, reasonable and customary fees and disbursements expenses of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid any “qualified independent underwriter” as such term is defined by the Company in connection FINRA), all fees and expenses of compliance with an Issuer Filingsecurities and “blue sky” laws, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) all printing expenses (including, without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by a holder of Registrable Securities) and copying expenses, all messenger and delivery expenses, all fees and expenses of the holders Company’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions) and reasonable and customary fees and expenses of one firm of counsel to the Selling Shareholders (which firm shall be selected by the Selling Shareholders holding a majority of the Registrable Securities included in a such registration) (collectively, the “Registration Statement), (iiiExpenses”) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained shall be borne by the Company Selling Shareholders that are selling Registrable Securities in connection with the consummation such offering, regardless of the transactions contemplated by this Agreement. In additionwhether a registration is effected; provided, the Company that such expenses shall be responsible consistent with the customary and then-prevailing market practice for all similar offerings (taking into account the size of such offerings and other relevant factors but assuming a seller of registrable securities other than the Company) (the “Selling Shareholder Expenses Cap”). The Company will pay any amounts above the Selling Shareholder Expenses Cap in respect of any offering and will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and expenses incurred included in connection with each established over-the-counter market on which similar securities issued by the listing Company are then listed or traded. Each Selling Shareholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Shareholder’s Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersregistration.

Registration Expenses. All fees and The Company shall pay all reasonable documented expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeArticle II, including, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or FINRA and (B) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleSection 2.3(h)), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the holders managing underwriter(s), if any, or by the Holders of a majority of the Registrable Securities included in a any Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insuranceincurred in connection with any road show, and (vi) fees and disbursements of all independent certified public accountants (including, without limitation, the expenses of all any “comfort” letters required by this Agreement) and any other Persons Persons, including special experts retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and rating agency fees and the fees and expenses of any Holder orPerson, except including special experts, retained by the Company. The Company shall not be obligated to pay the extent provided fees and disbursements of any counsel for the Holders in the Transaction Documentsconnection with any registration under Article II, or any legal fees underwriting fees, discounts or other costs commissions attributable to sales of the HoldersRegistrable Securities by Holders thereof.

Registration Expenses. All The Company shall bear all fees and expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Company shall be borne by the Company of its obligations under Sections 2 and 3 of this Agreement whether or not any Registrable Securities of the Registration Statements are sold pursuant to a Registration Statementdeclared effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (By) in of compliance with applicable federal and state securities or Blue Sky laws reasonably agreed to by the Company in writing extent such filings or compliance are required pursuant to this Agreement (including, without limitation, reasonable fees and disbursements of the counsel for specified in the Company next sentence in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by Securities under the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which laws of such jurisdictions as the Notice Holders of a Holder intends to make sales majority of the Registrable Securities with NASD Regulation, Inc. being sold pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleRegistration Statement may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementform eligible for deposit with The Depository Trust Company), (iii) messenger, telephone and delivery expensesduplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation Shelf Registration Statement, and (v) reasonable fees and disbursements of the transactions contemplated by this AgreementTrustee and its counsel and of the registrar and transfer agent for the Common Stock. In addition, the Company shall bear or reimburse the Notice Holders for the fees and disbursements of one firm of legal counsel for the Holders, which shall, upon the written consent of the Initial Purchaser (which shall not be responsible for all of its unreasonably withheld), be a nationally recognized law firm experienced in securities law matters designated by the Company. In addition, the Company shall pay the internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall on which the same securities of the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange, the American Stock Exchange, LLC, the OTC Bulletin Board, or the Pink OTC Markets Inc.,(as applicable, the Company’s “Trading Market Market”) on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, including without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested in writing by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange Trading Market as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105510, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All Subject to the last sentence of this Section 5, the Company shall bear all out-of-pocket fees and expenses incident to incurred in connection with the performance by the Trust of or compliance with its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration StatementStatement is declared effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, FINRA and (By) in of compliance with applicable federal and state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Special Counsel, if any, in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by Securities under the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which laws of such jurisdictions as Holders of a Holder intends to make sales majority of the Registrable Securities with NASD Regulation, Inc. being sold pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleRegistration Statement may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementform eligible for deposit with The Depository Trust Company), (iii) messenger, telephone and delivery expensesduplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the CompanyTrust and the Special Counsel, if any, in connection with any Registration Statement, (v) Securities Act liability insurance, if the Company so desires such insurance, fees of accountants and reserve engineers for consents and cold comfort and (vi) the fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation listing by the Trust of the transactions contemplated by this Agreement Registrable Securities on any securities exchange on which similar securities of the Trust are then listed. However, the Trust shall pay the internal expenses of the Trustee (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and annual reserve report and the other fees and expenses of the accountants and independent reserve engineers for the Trust not covered by clause (v) of the preceding sentence, the fees and expenses incurred in connection with of any Person, including special experts, retained by the listing Trust and the fees and expenses of any transfer agent for the Registrable Securities. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities on shall pay its own selling expenses, including any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder orunderwriting discounts and commissions, except all registration expenses to the extent required by applicable law and, except as otherwise provided for in the Transaction Documentsherein, any legal fees or other costs and expenses of the Holderssuch seller’s counsel.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission; (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, ; (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) ); and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, ; (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), ; (iii) messenger, telephone and delivery expenses, ; (iv) fees and disbursements of counsel for the Company, ; (v) Securities Act liability insurance, if the Company so desires such insurance, ; (vi) reasonable fees and expenses of one (1) counsel to the Holders; and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All The Company shall bear all fees and expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Company shall be borne by the Company of its obligations under Section 2 and 3 of this Agreement whether or not any Registrable Securities of the Shelf Registration Statements are sold pursuant to a Registration Statementfiled or declared effective. The Such fees and expenses referred to in the foregoing sentence (“Registration Expenses”) shall include, without limitation, (i) all registration and filing fees and expenses (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (By) in of compliance with applicable federal securities laws and state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by Securities under the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which laws of such jurisdictions as the Notice Holders of a Holder intends to make sales majority of the Registrable Securities with NASD Regulation, Inc. being sold pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleShelf Registration Statement may designate), (ii) all printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementform eligible for deposit with The Depository Trust Company and printing Prospectuses), (iii) messenger, telephone all duplication and delivery expensesmailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) all fees and disbursements of counsel for the CompanyCompany and the fees and disbursements of one counsel for the Holders in connection with the Shelf Registration Statement, (v) Securities Act liability insurance, if all fees and disbursements of the Company so desires such insurance, Trustee and its counsel and of the registrar and transfer agent for the Common Stock and (vi) fees and expenses of all other Persons retained Securities Act liability insurance obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, the Company shall be responsible for all of its pay the internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange as required hereunder. In no event shall on which similar securities of the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a of the Registration StatementStatements become effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC or the National Association of Securities Dealers, Inc. and (By) in relating to compliance with applicable state federal securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) Securities under the laws of such jurisdictions as the Managing Underwriters, if not previously paid by any, or Holders of a majority of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salebeing sold may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Special Counsel or the Holders of a majority of the Registrable Securities included in a any Registration Statement), (iii) the reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock, (iv) messenger, telephone and delivery expensesexpenses relating to the performance of the Company's obligations hereunder, (ivv) reasonable fees and disbursements of counsel for the Company and the Special Counsel in connection with the Shelf Registration (provided that the Company shall not be liable for the fees and expenses of more than one separate firm, in addition to counsel for the Company, for all parties participating in any transaction hereunder), (vvi) fees and disbursements of all independent certified public accountants referred to in Section 3(k)(iii) hereof (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance) and (vii) Securities Act liability insurance, if to the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained extent obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay all underwriting discounts, selling commissions and stock transfer taxes applicable to the Registrable Securities, all selling expenses and all registration expenses to the extent provided that the Company is prohibited by applicable Blue Sky laws from paying for in the Transaction Documents, any legal fees or other costs on behalf of the Holderssuch seller of Registrable Securities.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market each securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, (B) with respect to filing fees required to be paid by the Company to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading the Nasdaq SmallCap Market and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company Section 5 (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market trading market on which the Common Stock is then listed for trading, trading and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Shares and (C) if not previously paid determination of the eligibility of the Registrable Shares for investment under the laws of such jurisdictions as requested by the Company in connection Holders consistent with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleSection 5(b)(vi)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities Shares and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities Shares included in a such Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) the filing fees and disbursements with FINRA under FINRA Rule 2710, if requested by any Holder in connection with their resales of counsel for the CompanyRegistrable Shares, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementSection 5. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Section 5 (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities Shares on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company Company, whether or not pursuant to a Registration Statement and whether or not any Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a such Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, limitation (ia) all registration and filing fees (including, without limitation, reasonable fees and expenses (Ai) incurred with respect to filings required to be made with any Trading Market Nasdaq and each other securities exchange or market on which the Common Stock is then Registrable Securities are required hereunder to be listed for trading, and (Bii) incurred in connection with compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if not previously paid by any, or the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (iib) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders managing underwriters, if any, or by the Holders of a majority of the Registrable Securities included in a the Registration Statement), (iiic) messenger, telephone and delivery expenses, (ivd) fees and disbursements of counsel for the Company, (ve) Securities Act liability insurance, if the Company so desires such insurance, and (vif) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementAgreement (other than underwriting fees, discounts or commissions applicable to the sale of Registrable Securities). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer FilingCompany, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses (including application and filing fees) incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $5,000, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event The Company shall the Company not be responsible for any broker or similar commissions of any Holder ordiscounts, except to the extent provided for in the Transaction Documentscommissions, any legal fees transfer taxes or other costs similar fees incurred by the Holders in connection with the sale of the HoldersRegistrable Securities.

Registration Expenses. All fees and expenses incident to the filing of any Demand Registration or Piggyback Registration and to the Company’s performance of or compliance with this Agreement by the Company (all such expenses being herein called “Registration Expenses”) shall be borne or paid by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeCompany, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (includingblue sky laws, without limitationprinting expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filingcustodians, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and all independent certified public accountants, underwriters (v) Securities Act liability insurance, if the Company so desires such insuranceexcluding discounts and commissions), and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In additionCompany, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all the Company’s internal expenses (e.g., salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance, and the expenses and fees and expenses incurred for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or, if none are so listed, on a securities exchange. In addition, in connection with each Demand Registration and each Piggyback Registration, the listing Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration. The Company’s obligation to bear or pay all Registration Expenses is absolute and shall not depend on whether or not any securities exchange as required hereunderoffering contemplated hereby is completed or whether any registration statement is declared effective. In no event shall Notwithstanding the foregoing, the Company be responsible for shall have no obligation to pay any broker underwriting discounts or similar selling commissions of any Holder or, except attributable to the extent provided for in Registrable Securities being sold by the Transaction Documentsholders thereof, any legal fees which underwriting discounts or other costs of the Holdersselling commissions shall be borne by such holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts, fees or selling commissions or broker or similar commissions or fees, or transfer taxes of any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingtrading or quoted, if any, (B) in with respect to compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer FilingCompany, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. the Financial Industry Regulatory Authority (“FINRA”) pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority (with respect to each of the shares of Common Stock and Senior Secured PIK Notes, calculated separately) of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred in connection with any road show for Underwritten Offerings, (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for all the avoidance of its internal doubt, any expenses incurred of the Counsel to the Holders in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal filing or accounting duties), the expense amendment of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on Registration Statement, Prospectus or free writing prospectus hereunder or any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersUnderwritten Offering.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (of Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts, fees or selling commissions or broker or similar commissions or fees, or transfer taxes of any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, if any, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. the Financial Industry Regulatory Authority (“FINRA”) pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred in connection with any road show for Underwritten Offerings, (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for all the avoidance of its internal doubt, any expenses incurred of Counsel to the Holders in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal filing or accounting duties), the expense amendment of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on Registration Statement, Prospectus or free writing prospectus hereunder or any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersUnderwritten Offering.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange, the NYSE Amex, the OTC Bulletin Board, or the OTC Markets Inc.,(as applicable, the Company’s “Trading Market Market”) on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, including without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested in writing by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange Trading Market as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company's performance of of, or compliance with with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses (A) of compliance with respect to securities and "blue sky" laws, all fees and expenses associated with filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing NASD (including, without limitationif applicable, the fees and disbursements expenses of counsel for the Company any "qualified independent underwriter" as such term is defined in connection with Blue Sky qualifications or exemptions Schedule E of the Registrable Securities) By-Laws of the NASD), all fees and (C) if not previously paid by the Company in connection expenses of compliance with an Issuer Filingsecurities and "blue sky" laws, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) all printing expenses (including, without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by a holder of Registrable Securities) and copying expenses, all messenger and delivery expenses, all fees and expenses of the holders Company's independent certified public accountants and counsel (including, without limitation, with respect to "comfort" letters and opinions) and fees and expenses of one firm of counsel to the Stockholders selling in such registration (which firm shall be selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in a such registration) (collectively, the "Registration Statement), (iiiExpenses") messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for shall be borne by the Company, (v) Securities Act liability insurance, if the regardless of whether a registration is effected. The Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and expenses incurred included in connection with each established over-the-counter market on which similar securities issued by the listing Company are then listed or traded. Each Selling Holder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Holder's Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersregistration.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the principal trading market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws) and (C) if not previously paid by the Company in connection with an Issuer Filingissuer filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. The Holder shall bear the cost of all underwriting discounts and selling commissions associated with any sale of Registrable Securities and shall pay all of its own costs and expenses, including, without limitation, all fees and disbursements to counsel (and any other advisors) of the Holder and any stock transfer taxes. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts, selling commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer FilingSection 3(j) above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementRequired Investors), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker underwriting discounts, selling commissions, fees of underwriters, selling brokers, dealer managers or similar commissions of any Holder securities industry professionals or, except to the extent provided for in the Transaction DocumentsDocuments or provided for above in this Section 4, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees Sections 3.1, 3.2 and expenses referred to in the foregoing sentence shall include3.3 below, without limitation, (i) all registration and filing fees (including, without limitation, all registration, filing and National Association of Securities Dealers fees, all fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance of complying with applicable state laws (including securities or Blue Sky laws reasonably agreed to by blue sky laws), all word processing, duplicating and printing expenses, messenger and delivery expenses, the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filingits independent public accountants, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, the expenses of printing certificates any special audits or “cold comfort” letters required by or incident to such performance and compliance, the fees and disbursements of one special counsel for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested selling Holders selected by the holders selling Holders with the approval of a majority the Company, which approval shall not be unreasonably withheld, which fees and disbursements shall not exceed $50,000, premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Securities included in a Registration Statement)being registered, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons any special experts retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In additionsuch offering, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred of any qualified independent underwriter or other independent appraiser participating in connection with any offering pursuant to the listing Conduct Rules of the Registrable National Association of Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder orDealers, Inc., all printing, mailing courier and overnight delivery charges (except to the extent provided borne by underwriters), all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the offered securities, and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding Selling Expenses, if any; provided, that, in any case where Registration Expenses are not to be borne by the Company, such expenses shall not include salaries of Company personnel or general overhead expenses of the Company, auditing fees, premiums or other expenses relating to liability insurance required by underwriters of the Company or other expenses for the preparation of financial statements or other data normally prepared by the Company in the Transaction Documents, ordinary course of its business or which the Company would have incurred in any legal fees or other costs of the Holdersevent.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is are then listed for trading, trading and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, Holders); (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses for a Holder if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementsuch Holder), ; (iii) messenger, telephone and delivery expenses, expenses related to the Company’s obligations hereunder; (iv) fees and disbursements of counsel for the Company, ; (v) Securities Act liability insurance, if the Company so desires such insurance, ; and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder, including all fees and expenses of the depositary. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction DocumentsDocuments including Section 5.1 of the Purchase Agreement, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by (excluding any underwriting discounts and selling commissions, stock transfer taxes and fees of counsel for the Company Holders) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence that are the Company’s responsibility shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in with respect to compliance with applicable state securities or “Blue Sky Sky” laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with “Blue Sky Sky” qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filingissuer filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, and (vii) those expenses of Castle Creek actually and reasonably incurred, including without limitation, reasonable attorneys’ fees, not to exceed $50,000 in the aggregate. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities or Registrable Warrant Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the trading market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleblue sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and Registrable Warrant Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities and Registrable Warrant Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and fees and disbursements, not to exceed $5,000 per Registration Statement, of counsel to the Shareholder (or its Designee), (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the reasonable fees and expenses incurred in connection with the listing of the Registrable Securities or Registrable Warrant Securities, as the case may be, on any securities exchange as required hereunder. In no event All Selling Expenses related to securities registered on behalf of a Selling Shareholder shall be borne by the Company be responsible for any broker or similar commissions holder of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderssuch securities.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in Section 4(b), shall be borne by the Company whether or not pursuant to an Underwritten Offering and whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the NASDAQ and any Trading Subsequent Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if not previously paid by any, or the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders at a sum not higher than $15,000, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder other than a Lead Purchaser) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence (“Registration Expenses”) shall include, without limitation, (ia) all registration and filing fees (including, without limitation, fees and expenses (Ai) with respect to filings required to be made with any Trading Market on which the Common Stock is Shares are then listed for trading, (Bii) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (Ciii) if not previously paid by the Company in connection with an Issuer Filinga filing by the issuer, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (iib) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iiic) messenger, telephone and delivery expenses, (ivd) fees and disbursements of counsel for the Company, (ve) reasonable fees and disbursements of counsel for the Lead Purchasers, (f) Securities Act liability insurance, if the Company so desires such insurance, and (vig) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees, discounts or commissions of with respect to any Holder or, except Registrable Securities to the extent provided for in the Transaction Documents, be sold pursuant to a Registration Statement or any legal fees or other costs of the Holders, except for reasonable fees and disbursements of counsel for any Lead Purchaser.

Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a of the Registration StatementStatements become effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (By) in with respect to compliance with applicable state federal securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) Securities laws of such jurisdictions as the Managing Underwriters, if not previously paid by any, or holders of a majority of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salebeing sold may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depositary Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the Special Counsel or the holders of a majority of the Registrable Securities included in a any Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the CompanyCompany and the Special Counsel in connection with the Registration, (v) Securities Act liability insurance, if fees and disbursements of all independent certified public accountants (including the Company so desires expenses of any special audit and "comfort" letters required by or incident to such insurance, performance) and (vi) fees and expenses of all other Persons retained Securities Act liability insurance obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and or interim review of financial statements, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except including special experts, retained by the Company. Notwithstanding the provisions of this Section 6.1, each seller of Registrable Securities shall pay all registration expenses to the extent provided the Company is prohibited by applicable Blue Sky laws from paying for in the Transaction Documents, any legal fees or other costs on behalf of the Holderssuch seller of Registrable Securities.

Registration Expenses. a. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in Section 4(b), shall be borne by the Company whether or not pursuant to an Underwritten Offering and whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the NASDAQ and any Trading Subsequent Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if not previously paid by any, or the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders (not to exceed $7,500), (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market Exchange on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, (B) with respect to filings required to be made with the Commission, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales eligibility of the Registrable Securities with NASD Regulation, Inc. pursuant to for investment under the NASD Rule 2710, so long laws of such jurisdictions as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementor photocopying prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (viv) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including, in the case of an underwritten offering, the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters) and legal counsel, and (vi) fees and expenses of the Special Counsel in connection with any Registration Statement hereunder. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange Exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, trading and (B) in compliance with applicable state securities or Blue Sky “blue sky” laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In Notwithstanding the foregoing, in no event shall the Company be responsible for any underwriters’ discount or broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by (excluding any underwriting discounts and selling commissions for any Holder), and reasonable fees and disbursements of a single special counsel for the Company Holders not to exceed $15,000 shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) , and (C) if not previously paid determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, or any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts, fees or selling commissions or broker or similar commissions or fees, or transfer taxes of any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. the Financial Industry Regulatory Authority (“FINRA”) pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred in connection with any road show for underwritten offerings, (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for all the avoidance of its internal doubt, any expenses incurred of Counsel to the Holders in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal filing or accounting duties), the expense amendment of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required Registration Statement, Prospectus or free writing prospectus hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All The Company shall bear all fees and expenses incident to incurred in connection with the performance of or compliance with this Agreement by the Company shall be borne by the Company of its obligations under Sections 2 and 3 of this Agreement whether or not any Registrable Securities of the Shelf Registration Statements are sold pursuant to a Registration Statementdeclared effective. The Such fees and expenses referred to in the foregoing sentence (“Registration Expenses”) shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc., and (By) in of compliance with applicable federal and state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salelaws, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementform eligible for deposit with The Depository Trust Company), (iii) messenger, telephone duplication and delivery expensesmailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if Company and the Company so desires such insurance, and (vi) fees and expenses disbursements of all other Persons retained one counsel chosen by the Company Holders of a majority of the then outstanding Underlying Common Stock and Warrant Shares constituting Registrable Securities (with Holders of Notes deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Notes are or would be convertible, not including, for this purpose only, any shares of Common Stock payable as a Make-Whole Premium upon conversion of any Note and Holders of Warrants deemed to be Holders, for purposes of this Section, of the number of outstanding Warrant Shares into which such Warrants are or would be exercisable) in connection with the consummation Shelf Registration Statement, and (v) fees and disbursements of the transactions contemplated by this Agreementregistrar and transfer agent for the Common Stock. In addition, the Company shall be responsible for all of its pay the internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange as required hereunder. In no event shall on which similar securities of the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company it whether or not any Registrable Securities Shelf Registration Statement is filed or becomes effective and whether or not any securities are issued or sold pursuant to a any Shelf Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed (including without limitation and in addition to by the Company that provided for in writing (includingb) below, without limitation, reasonable fees and disbursements of counsel for the Company underwriters or counsel for the holders of Registrable Securities in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale)), (ii) printing expenses (including, including without limitation, limitation expenses of printing certificates for Registrable Securities in a form eligible for deposit with DTC and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementManaging Underwriters, if any), (iii) messenger, telephone and delivery expenses, (iv) in the event of an underwritten offering of Registrable Securities conducted pursuant to Section 7 hereof, or if in any other event the Company requires that inspection and information gathering be coordinated by counsel for the Electing Holders as provided in Section 3(p)(i) hereof, the Company shall pay the fees and disbursements of counsel for the CompanyCompany and one counsel for the holders of Registrable Securities, in accordance with the provisions of Section 4(b) hereof, (v) fees and disbursements of all independent certified public accountants referred to in Section 3(p)(iv) hereof (including without limitation the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, including without limitation, limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the securities on the New York Stock Exchange. Notwithstanding the foregoing or anything in this Agreement to the contrary, each holder of the Registrable Securities on being registered shall pay all commissions, placement agent fees and underwriting discounts and commissions with respect to any securities exchange as required hereunder. In no event shall Registrable Securities sold by it and the Company be responsible for any broker or similar commissions fees and disbursements of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees counsel or other costs of the Holdersadvisors or experts retained by such holders (severally or jointly), other than counsel and local counsel referred to in clause (iv) above.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company it whether or not any Registrable Securities Registration Statement is filed or becomes effective and whether or not any securities are issued or sold pursuant to a any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed (including without limitation and in addition to by the Company that provided for in writing (includingb) below, without limitation, reasonable fees and disbursements of counsel for the Company underwriters or counsel for the holders of Registrable Securities in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale)), (ii) printing expenses (including, including without limitation, limitation expenses of printing certificates for Registrable Securities and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementManaging Underwriters, if any), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and one counsel for the holders of Registrable Securities, in accordance with the provisions of Section 4(b) hereof, (v) fees and disbursements of all independent certified public accountants referred to in Section 3(n)(iv) hereof (including without limitation the expenses of any special audit and “comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, including without limitation, limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the securities on a securities exchange. Notwithstanding the foregoing or anything in this Agreement to the contrary, each holder of the Registrable Securities on being registered shall pay all underwriting fees, discounts and commissions with respect to any securities exchange as required hereunder. In no event shall Registrable Securities sold by it and the Company be responsible for any broker or similar commissions fees and disbursements of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees counsel or other costs of the Holdersadvisors or experts retained by such holders (severally or jointly), other than counsel referred to in clause (iv) above.

Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a of the Registration StatementStatements become effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC or the National Association of Securities Dealers, Inc. and (By) in relating to compliance with applicable state federal securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) Securities under the laws of such jurisdictions as the Managing Underwriters, if not previously paid by any, or Holders of a majority of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salebeing sold may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Special Counsel or the Holders of a majority of the Registrable Securities included in a any Registration Statement), (iii) messenger, telephone the reasonable fees and delivery expensesdisbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock, (iv) reasonable fees and disbursements of counsel for the Company and the Special Counsel in connection with the Shelf Registration (provided that the Company shall not be liable for the fees and expenses of more than one separate firm, in addition to counsel for the Company, for all parties participating in any transaction hereunder), (v) fees and disbursements of all independent certified public accountants referred to in Section 3(k)(iii) hereof (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance) and (vi) Securities Act liability insurance, if to the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained extent obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay all underwriting discounts, selling commissions and stock transfer taxes applicable to the Registrable Securities, all selling expenses and all registration expenses to the extent provided that the Company is prohibited by applicable Blue Sky laws from paying such expenses for in the Transaction Documents, any legal fees or other costs on behalf of the Holderssuch seller of Registrable Securities.

Registration Expenses. All fees and expenses incident to the performance of or compliance with with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants and reasonable fees and expenses of one counsel for the Holders which shall not exceed an aggregate of $25,000) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for hereinabove or in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions, stock transfer taxes and fees of Parent’s Counsel) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence that are the Company’s responsibility shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by Parent) and (C) if not previously paid by the Company in connection with an Issuer Filingissuer filing, with respect to any filing that may be required to be made by any broker through which a Holder Parent intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementParent), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including the Company’s independent registered public accountants. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Parent shall be borne by the Company Parent whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Parent’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company Parent in writing (including, without limitation, fees and disbursements of counsel for the Company Parent in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company Parent in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyParent, (v) Securities Act liability insurance, if the Company Parent so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company Parent in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company Parent shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company Parent be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market trading market on which the Common Stock is Ordinary Shares are then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of legal counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Lenders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder Lender intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Lenders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of legal counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a of the Registration StatementStatements become effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC or the National Association of Securities Dealers, Inc. and (By) in relating to compliance with applicable state federal securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by Securities under the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which laws of such jurisdictions as the Holders of a Holder intends to make sales majority of the Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salebeing sold may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Special Counsel or the Holders of a majority of the Registrable Securities included in a any Registration Statement), (iii) the reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock, (iv) messenger, telephone and delivery expensesexpenses relating to the performance of the Company's obligations hereunder, (ivv) reasonable fees and disbursements of counsel for the Company and the Special Counsel in connection with the Shelf Registration (provided that the Company shall not be liable for the fees and expenses of more than one separate firm, in addition to counsel for the Company, for all parties participating in any transaction hereunder) and (vvi) Securities Act liability insurance, if to the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained extent obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting dutiesduties and auditors' fees), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay all selling expenses and all registration expenses to the extent provided that the Company is prohibited by applicable Blue Sky laws from paying for in the Transaction Documents, any legal fees or other costs on behalf of the Holderssuch seller of Registrable Securities.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants and reasonable fees of one counsel for the Holders) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for hereinabove or in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident --------------------- to the Company's performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a of the Registration StatementStatements become effective. The Such fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (By) in of compliance with applicable state federal securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Special Counsel in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) Securities laws of such jurisdictions as the Managing Underwriters, if not previously paid by any, or holders of a majority of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salebeing sold may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depositary Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the Special Counsel or the holders of a majority of the Registrable Securities included in a any Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the CompanyCompany and the Special Counsel in connection with the Registration, (v) Securities Act liability insurance, if fees and disbursements of all independent certified public accountants referred to in Section 2.2(k)(iii) hereof (including the Company so desires expenses of any special audit and "comfort" letters required by or incident to such insurance, performance) and (vi) fees and expenses of all other Persons retained Securities Act liability insurance obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except including special experts, retained by the Company. Notwithstanding the provisions of this Section 2.4, each seller of Registrable Securities shall pay all registration expenses to the extent provided the Company is prohibited by applicable Blue Sky laws from paying for in the Transaction Documents, any legal fees or other costs on behalf of the Holderssuch seller of Registrable Securities.

Registration Expenses. All fees and expenses incident incidental to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement, provided, that, the fees and expenses of counsel to the Holders shall be limited to the reasonable and customary fees and expenses of one (1) counsel with respect to any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as reasonably requested by the Holders and (C) if not previously paid by the Company in connection with an Issuer FilingCompany, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD Rule 27105100, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities 1933 Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD FINRA Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration expenses of the Company and the Holders and all filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid determinations of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, including with respect to the issuance of opinions required for the removal of securities legends in the manner described in the Transaction Documents, (v) reasonable fees and disbursements of one counsel to the Holders, in an amount not to exceed $35,000, (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710FINRA, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions (in not more than two jurisdictions) of the Registrable Securities) Securities and (C) if not previously paid determination of the eligibility of the Registrable Securities for investment under the laws of such two jurisdictions as requested by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleHolders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions commissions, broker costs or expense (including without limitation, any costs or expenses associated with any necessary Filing with the NASDR, Inc. Corporate Financing Department pursuant to NASDR Rule 2710(b)(10)(A)(i)), the costs or expenses associated with any Blue Sky qualifications or exemptions (or the determination of any Holder their application) in more than two jurisdictions, or, except to the extent specifically provided for in the Transaction Documentsthis Agreement, any legal fees or other costs of the HoldersPurchaser.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $7,500, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event The Company shall the Company not be responsible for any broker or similar commissions of any Holder ordiscounts, except to the extent provided for in the Transaction Documentscommissions, any legal fees transfer taxes or other costs similar fees incurred by the Holders in connection with the sale of the HoldersRegistrable Securities.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company’s independent public accountants. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event The Company shall the Company not be responsible for any broker or similar commissions of any Holder ordiscounts, except to the extent provided for in the Transaction Documentscommissions, any legal fees transfer taxes or other costs similar fees incurred by the Holders in connection with the sale of the HoldersRegistrable Securities.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts, fees or selling commissions or broker or similar commissions or fees, or transfer taxes of any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, if any, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filinga filing by the Company, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. the Financial Industry Regulatory Authority (“FINRA”) pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and expenses incurred in connection with any road show for Underwritten Offerings, (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for all the avoidance of its internal doubt, any expenses incurred of Counsel to the Holders in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal filing or accounting duties), the expense amendment of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on Registration Statement, Prospectus or free writing prospectus hereunder or any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersUnderwritten Offering.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, : (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market trading market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses of the Company (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)Securities, (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company it whether or not any Registrable Securities Registration Statement is filed or becomes effective and whether or not any securities are issued or sold pursuant to a any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, including without limitation, limitation fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed (including without limitation and in addition to by the Company that provided for in writing (includingb) below, without limitation, reasonable fees and disbursements of counsel for the Company underwriters or counsel for the holders of Registrable Securities in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale)), (ii) printing expenses (including, including without limitation, limitation expenses of printing certificates for Registrable Securities and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementManaging Underwriters, if any), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and one counsel for the holders of Registrable Securities, in accordance with the provisions of Section 4(b) hereof, (v) fees and disbursements of all independent certified public accountants referred to in Section 3(n)(iv) hereof (including without limitation the expenses of any special audit and “comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company so desires such insurance, and (vivii) fees and expenses of all other Persons persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, including without limitation, limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the securities on a securities exchange. Notwithstanding the foregoing or anything in this Agreement to the contrary, each holder of the Registrable Securities on being registered shall pay all underwriting discounts and commissions with respect to any securities exchange as required hereunder. In no event shall Registrable Securities sold by it and the Company be responsible for any broker or similar commissions fees and disbursements of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees counsel or other costs of the Holdersadvisors or experts retained by such holders (severally or jointly), other than counsel referred to in clause (iv) above.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The Holder may withhold and offset the balance of such amount from the payment of its Purchase Price (as defined in the Purchase Agreement) at closing of the transaction described in the Purchase Agreement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and auditors and up to $2,500 of fees and expenses of a single counsel for the Holders) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. the FINRA pursuant to the NASD Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and Except as otherwise provided in this Agreement, all expenses incident incidental to the Company’s performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeAgreement, without limitation, including (i) all registration and filing fees (including, without limitation, fees and expenses including (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or FINRA and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky Laws including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. Shares pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, Section 6.3(d)); (ii) word processing, duplicating and printing expenses (including, without limitation, including expenses of printing certificates for Registrable Securities Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses, if the printing of prospectuses Prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementmanaging underwriter(s), if any, or by the Stockholders); (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, ; (v) Securities Act liability insurancefees and disbursements of no more than one counsel for the Stockholders, if which counsel may be Ropes & Xxxx LLP, and which fees and disbursements shall not exceed, in the Company so desires such insuranceaggregate, $25,000 in connection with the review of any Registration Statement or related documents and the transactions contemplated thereby; and (vi) fees and expenses disbursements of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement independent certified public accountants (including, without limitation, all salaries the fees and expenses of its officers and employees performing legal or accounting dutiesdisbursements in connection with any “cold comfort” letters required by this Agreement), other special experts, retained by the expense Company, shall be borne by the Company. The Company shall, in any event, pay its internal expenses, the expenses of any annual audit or quarterly review, the expenses of any liability insurance, the expenses and fees for listing the fees Registrable Shares to be registered on the applicable securities exchange. All underwriting discounts, selling commissions and expenses transfer taxes (collectively, “Selling Expenses”) incurred in connection with the listing offering of any Registrable Shares shall be borne by the Stockholder selling the Registrable Shares to which such Selling Expenses relate. For the avoidance of doubt, the Company shall not bear any Selling Expenses in connection with its obligations under this Agreement. All reasonable expenses incurred with the prior approval of the Registrable Securities on any securities exchange as required hereunder. In no event Company not to be unreasonably withheld in connection with up to three (3) “road shows” undertaken pursuant to Section 6.3(m) shall be borne by the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. Further, the Company shall bear or reimburse the Holders for the reasonable fees and disbursements of a single counsel selected by a plurality of Holders to be included on a Registration Statement who own an aggregate of not less than 25% of the Registrable Securities covered by the Shelf Registration Statement to act as counsel therefore in connection therewith. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder orand the Holders shall pay all underwriting discounts and commission, except if any, relating to the extent provided for in sale or disposition of such Holder's Registrable Securities pursuant to the Transaction Documents, any legal fees or other costs of the HoldersShelf Registration Statement.

Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not the Registration Statement becomes effective, provided, however, that with respect to any Registrable Securities are sold Registration Statement filed pursuant to a Registration Statement. The Section 2(b) hereof all reasonable fees and out-of-pocket expenses other than fees and expenses referred described in clause (vii) below shall be borne by the selling Holders in proportion to in the foregoing sentence number of shares of Registrable Securities to be registered by each. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC or the National Association of Securities Dealers, Inc. and (By) in relating to compliance with applicable state federal securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that Securities under laws of such jurisdictions as may be required to be made by any broker through which a under Section 3(e) hereof or as the Holder intends to make sales of the Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salebeing sold may designate), (ii) all expenses incurred in connection with the preparation, word processing, printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority distribution of the Registrable Securities included in a Registration Statement), any Prospectus, any amendments or supplements thereto, and other documents relating to the performance of and compliance with this Agreement, (iii) the reasonable fees and disbursements of the registrar and transfer agent for the Common Stock (iv) messenger, telephone and delivery expensesexpenses relating to the performance of the Company's obligations hereunder, (ivv) reasonable fees and disbursements of counsel for the CompanyCompany in connection with the Registration Statement, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses disbursements of all other Persons retained independent certified public accountants related to the preparation of the Registration Statement, any Prospectus, or any amounts or supplements thereto and (vii) Securities Act liability insurance obtained by the Company in connection with the consummation of the transactions contemplated by this Agreementits sole discretion. In addition, in all circumstances the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersare then listed.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with the NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)Securities, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $7,500, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company’s independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event The Company shall the Company not be responsible for any broker or similar commissions of any Holder ordiscounts, except to the extent provided for in the Transaction Documentscommissions, any legal fees transfer taxes or other costs similar fees incurred by the Holders in connection with the sale of the HoldersRegistrable Securities.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder (except as set forth below)) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is Shares are then listed for trading, (B) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filinga filing by the issuer, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and a single counsel for the Holders, chosen by Holders holding a majority interest in the Registrable Securities being registered, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction DocumentsDocuments or as provided above, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Fortress’s performance of of, or compliance with with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses (A) of compliance with respect to securities and “blue sky” laws, all fees and expenses associated with filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing NASD (including, without limitationif applicable, the fees and disbursements expenses of counsel for the Company any “qualified independent underwriter” as such term is defined in connection with Blue Sky qualifications or exemptions Schedule E of the Registrable Securities) By-Laws of the NASD), all fees and (C) if not previously paid by the Company in connection expenses of compliance with an Issuer Filingsecurities and “blue sky” laws, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) all printing expenses (including, without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by a holder of Registrable Securities) and copying expenses, all messenger and delivery expenses, all fees and expenses of Fortress’s independent certified public accountants and counsel (including, without limitation, with respect to “comfort” letters and opinions) and fees and expenses of one firm of counsel to the holders of Investors selling in such registration (which firm shall be selected by the Investors selling in such registration that hold a majority of the Registrable Securities included in a Registration Statement), such registration) (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In additioncollectively, the Company “Registration Expenses”) shall be responsible for all borne by Fortress, regardless of whether a registration is effected. Fortress will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and expenses incurred included in connection with each established over-the-counter market on which similar securities issued by Fortress are then listed or traded. Each Selling Investor shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the listing sale of the such Selling Investor’s Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersregistration.

Registration Expenses. All fees and expenses incident to the Company’s and the Guarantors’ performance of or compliance with their obligations under this Agreement by (excluding any underwriting discounts and selling commissions, but including all legal fees and expenses of one legal counsel to the Company Holders) shall be borne by the Company and the Guarantors, jointly and severally, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for tradingMarket, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salelaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company and the Guarantors shall be responsible for all of its their internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. For the avoidance of doubt, each Holder shall pay all underwriting and placement discounts and commissions, agency and placement fees, brokers’ commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities. In no event shall addition to the foregoing, the Company be responsible for any broker or similar commissions shall pay the reasonable legal fees and expenses of any Holder or, except the single counsel to the extent provided for Holders in connection with the Registration Statement (not to exceed $25,000 in the Transaction Documentsaggregate); provided, any however, if the Holders reasonably determine that local counsel is required in connection with the Registration Statement, then the Company shall be obligated to pay such reasonable legal fees or other costs of and expense as well (not to exceed $10,000 in the Holdersaggregate).

Registration Expenses. All The Operating Partnership and the Company shall bear all fees and expenses incident to incurred in connection with the performance by the Operating Partnership and Company of or compliance with their obligations under Section 2 and Section 3 of this Agreement by the Company shall be borne by the Company whether or not any Registrable of the Shelf Registration Statements are filed or declared effective under the Securities are sold pursuant to a Registration StatementAct. The Such fees and expenses referred to in the foregoing sentence (“Registration Expenses”) shall include, without limitation, (i) all registration and filing fees and expenses (including, without limitation, fees and expenses (Ax) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (By) in of compliance with applicable federal securities laws and state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by Securities under the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which laws of such jurisdictions as the Notice Holders of a Holder intends to make sales majority of the Registrable Securities with NASD Regulation, Inc. being sold pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such saleShelf Registration Statement may designate), (ii) all printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statementform eligible for deposit with The Depository Trust Company and printing Prospectuses), (iii) messenger, telephone all duplication and delivery expensesmailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) all fees and disbursements of counsel for the Operating Partnership and the Company, (v) Securities Act liability insurance, if all fees and disbursements of the Company so desires such insuranceTrustee and its counsel and of the registrar and transfer agent for the Common Stock, and (vi) fees Securities Act liability insurance obtained by the Operating Partnership and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreementtheir sole discretion. In addition, the Operating Partnership and the Company shall be responsible for all of its pay their own internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and or quarterly review, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange as required hereunder. In no event shall or quotation system on which similar securities of the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except to including, without limitation, special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction DocumentsPurchase Agreement, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) with respect to filings with FINRA by the Investor Representative’s counsel for compensation review pursuant to FINRA Rule 5110, but in no event shall the sum of such fees and expenses and other transaction costs and legal fees incurred by the Investor Representative to be reimbursed by the Company in connection with such FINRA filing be more than $15,000, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salelaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementInvestor Representative), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of incurred by any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs cost of the HoldersHolders in connection with this Agreement.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (BC) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (CD) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration StatementSecurities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. FINRA pursuant to the NASD FINRA Rule 27105110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction DocumentsPurchase Agreement, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Annex B, including all fees and expenses which are incurred by, or are obligations of, Pubco, shall be borne by the Company Wireless whether or not pursuant to an Underwritten Offering and whether or not any Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, limitation (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market securities exchange or market on which the Common Stock is then Registrable Securities are required hereunder to be listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (laws, including, without limitation, fees and disbursements of counsel for the Company selling Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales eligibility of the Registrable Securities with NASD Regulation, Inc. pursuant to for investment under the NASD Rule 2710, so long laws of such jurisdictions as the broker is receiving no more than a customary brokerage commission in connection with such salemanaging underwriters shall request, if any); (ii) printing expenses (expenses, including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement)managing underwriters, if any; (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, Pubco and Wireless; (v) Securities Act liability insurance, if the Company Pubco or Wireless so desires desire such insurance, and ; (vi) fees and expenses of all other Persons retained by the Company Pubco or Wireless in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for Annex B; and (vii) all of its internal expenses of Pubco or Wireless incurred in connection with the consummation of the transactions contemplated by this Agreement (Annex B, including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In hereunder (all such expenses being referred to herein as “Registration Expenses”); provided, however, that except as expressly set forth herein, in no event shall the Company be responsible for Registration Expenses include any broker underwriting discounts, commissions, or similar commissions of any Holder or, except fees attributable to the extent provided for in sale of the Transaction DocumentsRegistrable Securities or any counsel, any legal fees accountants or other costs persons retained by the Holders in connection with the consummation of the Holders.transactions contemplated by this Annex B.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for tradingRegistrable Securities are required hereunder to be listed, if any, (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) if not previously paid by determination of the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $5,000, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall For the Company be responsible for any broker or similar commissions avoidance of any Holder ordoubt, except all brokers and underwriters' fees and discounts relating to the extent provided for in the Transaction Documents, any legal fees or other costs resale of the HoldersRegistrable Securities shall be expenses borne by each of the Holders and not the Company.

Registration Expenses. All fees and expenses incident to the Pzena Inc.’s performance of of, or compliance with with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses (A) of compliance with respect to securities and “blue sky” laws, all fees and expenses associated with filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing FINRA (including, without limitationif applicable, the fees and disbursements expenses of counsel for the Company any “qualified independent underwriter” as such term is defined in connection with Blue Sky qualifications or exemptions Schedule E of the Registrable Securities) By-Laws of the FINRA), all fees and (C) if not previously paid by the Company in connection expenses of compliance with an Issuer Filingsecurities and “blue sky” laws, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) all printing expenses (including, without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders a holder of a majority of the Registrable Securities included in a Registration Statement)Securities) and copying expenses, (iii) messenger, telephone all messenger and delivery expenses, (iv) fees expenses and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) all fees and expenses of all other Persons retained Pzena Inc.’s independent certified public accountants and counsel (including, without limitation, with respect to “comfort” letters and opinions) (collectively, the “Registration Expenses”) shall be borne by the Company each of Holders in connection with proportion to the consummation number of Registrable Securities that they choose to include in any Shelf Registration Statement, regardless of whether a Transfer is effected, except in the transactions contemplated by this Agreementcase of an Underwritten Offering for which each Selling Holder shall bear all such expenses in proportion to the number of Registrable Securities that each chooses to Transfer in such Underwritten Offering. In addition, the Company shall be responsible for all of Pzena Inc. will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees and expenses incurred in connection with the for listing of the Registrable Securities on any each securities exchange as required hereunderand included in each established over-the-counter market on which similar securities issued by Pzena Inc. are then listed or traded. In no event Each Selling Holder shall the Company be responsible for any broker or similar pay its portion of all underwriting discounts and commissions of any Holder orand transfer taxes, except if any, relating to the extent provided for in the Transaction Documents, sale of such Selling Holder’s Registrable Securities pursuant to any legal fees or other costs of the HoldersShelf Registration Statement.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All Except for fees and expenses associated with an Underwritten Offering, which shall be borne by the Holders, all fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company Company, whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market Nasdaq and each other securities exchange or market on which the Common Stock is then Registrable Securities are required hereunder to be listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if not previously paid by any, or the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company Company, other than with regard to an Underwritten Offering and whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market Nasdaq and each other securities exchange or market on which the Common Stock is then Registrable Securities are required hereunder to be listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company Holders in connection with Blue Sky qualifications or exemptions of the Registrable Securities) Securities and (C) determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters, if not previously paid by any, or the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which Holders of a Holder intends to make sales majority of Registrable Securities with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such salemay designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders managing underwriters, if any, or by the Holders of a majority of the Registrable Securities included in a the Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event Notwithstanding anything contained in this Section 4 to the contrary, the Holders shall the Company be responsible for any broker or similar commissions of any Holder or, except all fees and expenses relating to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersan Underwritten Offering.