Common use of Registration Expenses Clause in Contracts

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel as may be required by the rules and regulations of FINRAthe NASD), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with blue sky qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Demand Holders Registrable Securities being sold may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Depositary Trust Company and of printing prospectuses), all messenger, telephone and delivery expenses, and fees and disbursements of counsel for the Company and for the sellers of the Registrable Securities (subject to the provisions of Section 7(b) hereof) and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities or legal expenses of any Person other than the Company and the selling holders), "road show" fees and expenses of the Company and its management, securities acts liability insurance if the Company so desires and fees and expenses of other Persons retained by the Company (ivall such expenses being herein called "Registration Expenses") will be borne by the Company, regardless whether the Registration Statement becomes effective. The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any each securities exchange and all on which similar securities issued by the Company are then listed, rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by any Holder will be borne by such Holderthe Company.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation including: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), ; (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), ; (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, Prospectuses); (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries their respective subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), ; (ivv) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice; (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency fees, or quotation of the Registrable Securities on any inter-dealer quotation system; (vvii) all reasonable and documented out-of-pocket fees and disbursements of one legal counsel for the Selling Investors’ Counsel, selling Holders; (viviii) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale; and (ix) the requested registration costs and expenses of the Company related to the “road show” for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay (excluding x) any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and or, (zy) the any fees and or expenses of any counsel retained by a Holder other counsel, accountants or other persons retained or employed than as contemplated by any Holder will be borne by such Holderclause (vii) above.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xiii) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incident to incurred in connection with the Company’s performance registration hereunder (the “Registration Expenses”), regardless of or compliance with this Agreement, including without limitation whether such registration statement is declared effective by the Commission: (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (ivd) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (e) the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency feesRegistrable Securities, (vf) all reasonable and documented out-of-pocket fees and disbursements of counsel for the Selling Investors’ CounselCompany and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.6(h)), (vig) all the reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with such registration, (h) reasonable fees and disbursements of one (1) legal counsel plus any regulatory counsel, as appropriate, for all Selling Holders participating in such registration, and (i) any reasonable fees and disbursements of the requested registration (excluding underwriting discounts and commissions and transfer taxesUnderwriters, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested . The Company shall have no obligation to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsfees, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by or any transfer taxes relating to the Holder registration or sale of such the Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company’s Company or any Sponsor Investor in connection with the performance of or compliance with this AgreementAgreement and/or in connection with any Demand Registration, including Piggyback Registration or Shelf Offering, whether or not the same shall become effective, shall be paid by the Company, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with compliance with any securities or “blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectusesprospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the initial Public Offering), (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all fees and disbursements of one legal counsel for selling Holders selected by the Sponsor Investors together with any necessary local counsel as may be required by the Sponsor Investors, (xi) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xii) all fees and expenses of any special experts or other Persons retained by the Company or the Sponsor Investors in connection with any Registration (xiii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiv) all expenses related to the Holders of “road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a majority of Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses sold for such Demand HolderPerson’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) account and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect (if any) attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the CompanyCompany in connection with such Registration Statement, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any all reasonable fees and disbursements of underwriters (other reasonable expenses than Selling Expenses) customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement (all such expenses, regardless of whether the “Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to Expenses”). The Selling Holders shall be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses or fees and expenses associated with Holders’ Counsel.

Registration Expenses. All Packaging Dynamics shall pay all expenses (other than underwriting discounts and commissions of the Approved Underwriters or of the Company Underwriter applicable to the holders of Registrable Securities) arising from or incident to the Company’s its performance of of, or compliance with with, this Agreement, including including, without limitation limitation, (i) all required SEC, stock exchange and NASD registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “"qualified independent underwriter” " as such term is defined in Rule 2720 set forth in the NASD Manual, and of its counsel as may be required by the rules and regulations of FINRAcounsel), (ii) all fees and expenses of compliance incurred in complying with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for prospectuses if such printing is reasonably requested by the Shares in holder or holders of a form eligible for deposit with The Depository Trust Company majority of the Registrable Securities to be registered pursuant to such registration statement), messenger and of printing prospectusesdelivery expenses, all (iv) the fees and disbursements of counsel for the Company to Packaging Dynamics and of all its independent certified public accountants of the Company and its Subsidiaries any other accounting and legal fees and expenses incurred by Packaging Dynamics (including the including, without limitation, any expenses of arising from any special audit and “audits or "cold comfort” " letters required by or incident to such performanceany registration or qualification)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) internal expenses (including, without limitation, all reasonable salaries and documented out-of-pocket fees expenses of officers and disbursements of the Selling Investors’ Counselemployees performing legal or accounting duties), (vi) all the reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred by Packaging Dynamics in connection with any registration or qualification pursuant to the terms of Shares under the securities or blue sky laws this Agreement, regardless of any state))whether such registration statement is declared effective, and (vii) Securities Act any liability insurance or similar other premiums for insurance if obtained by Packaging Dynamics in connection with any registration, in each case, regardless of whether such registration is declared effective. In connection with each registration hereunder, Packaging Dynamics shall reimburse the Company or holders of Registrable Securities being registered in such registration for the underwriters so require in accordance with then-customary underwriting practice, (viii) reasonable fees and expenses disbursements of other Persons retained not more than one counsel for the holders of Registrable Securities selected by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders holder or holders of a majority of the aggregate outstanding Registrable Securities included in such Demand Registrationincluded, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included included, in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale statement. All of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderdescribed in this Section 7 are herein called "Registration Expenses."

Registration Expenses. All The Company agrees to bear and to pay or cause to be paid promptly after request being made therefor all fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation including, but not limited to, (ia) all Commission and any NASD registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)expenses, (iib) all fees and expenses in connection with the qualification of compliance with state the Securities for offering and sale under the State securities or blue sky and Blue Sky laws (referred to in Section 3(a)(v) hereof, including reasonable fees and disbursements of one counsel for the underwriters placement agent or Selling Investors underwriters, if any, in connection with blue sky qualifications such qualifications, (c) all expenses relating to the preparation, printing, distribution and reproduction of the Shares Shelf Registration Statement, the related Prospectus, each amendment or supplement to each of the foregoing, the certificates representing the Securities and determination all other documents relating hereto, (d) fees and expenses of their eligibility for investment the Trustee under the laws Indenture, any escrow agent or custodian, and of such jurisdictions as the managing underwriters or registrar and transfer agent for the Demand Holders may designate)Shares, (iiie) all printing fees, disbursements and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company counsel and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and opinions or “cold comfort” letters required by or incident to such performance)), performance and compliance) and (ivf) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency reasonable fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts one counsel for all Holders of Registrable Securities retained in connection with the requested Shelf Registration Statement, as selected by the Company (unless reasonably objected to by the Majority Holders of the Registrable Securities being registered, in which case the Majority Holders shall select such counsel for the Holders) (“Special Counsel”), and fees, expenses and disbursements of any other Persons, including special experts, retained by the Company in connection with such registration (excluding collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any Holder of Registrable Securities or any underwriter or placement agent therefor, the Company shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a documented request therefor. Notwithstanding the foregoing, the Holders of the Registrable Securities being registered shall pay all underwriting discounts and commissions and transfer taxes, if any, and placement agent fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses disbursements of any other counsel, accountants counsel or other persons advisors or experts retained or employed by any Holder will be borne by such HolderHolders (severally or jointly), other than the counsel and experts specifically referred to above.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for the Holders (including, if necessary, local counsel), which counsel shall be selected by the Sponsor, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties); (xii) all expenses related to the “road show” for any Public Offering (including all reasonable out-of-pocket expenses of the Sponsor), including all travel, meals and the reasonable lodging; and documented (xiii) all fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees incurred in connection with the sale distribution or Transfer of the Registrable Securities will to or by a Holder in connection with a Public Offering. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be borne by the Holders pro rata on the basis of the number of Shares so registered required to pay underwriting discounts and soldcommissions and transfer taxes, (y) transfer taxes with respect if any, attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the CompanyCorporation’s performance of or compliance with this AgreementAgreement shall be paid by the Corporation, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC or FINRA, the Commission and FINRA (including, if applicable, the subject to customary limitations for legal fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)in connection with an Underwritten Offering, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility Registrable Securities), subject to customary limitations for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)legal fees in connection with an Underwritten Offering, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company Corporation and of all independent certified public accountants or independent auditors of the Company Corporation and its Subsidiaries any subsidiaries of the Corporation (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) the reasonable fees and disbursements of one counsel for the Holders participating in a Registration, which counsel may be, at the Corporation’s option (x) the same as counsel to the Corporation provided that the Holders of a majority of Registrable Securities participating in the Registration are not able to demonstrate that there is a legal conflict arising from such representation or (y) other counsel selected by the Corporation and approved by the Holders of a majority of Registrable Securities participating in the Registration, (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency feesor quotation of the Registrable Securities on any inter-dealer quotation system, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vivii) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Corporation in connection with any Registration or sale, (viii) all of the requested registration Corporation’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (ix) all expenses related to the “road show” for any Underwritten Offering, subject to customary limitations in connection with an Underwritten Offering. All such expenses are referred to herein as “Registration Expenses.” The Corporation shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of the Company (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency feesfees with respect to the Registrable Securities, (vviii) all reasonable and documented out-of-pocket fees and disbursements of one counsel for each Principal Investor to the Selling Investors’ Counselextent that they participate in such Registration or sale, (viix) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (x) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) all expenses of the Company related to the “road-show” for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will Securities, which shall be borne paid by the Holder participating Holders in proportion to the number of such Registrable Securities offered and (z) the fees and expenses sold by or on behalf of any other counsel, accountants or other persons retained or employed by any Holder will be borne by each such Holder.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementArticle II including, including without limitation (i) limitation, all registration and filing fees, and any other all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in Rule 5121 of FINRA regulations, and of its counsel counsel), as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or “blue sky sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with “blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Shares), (iii) all rating agency fees, printing and related messenger and delivery expenses (including expenses of printing certificates for Prospectuses if the Shares in printing of Prospectuses is requested by a form eligible for deposit with The Depository Trust Company Holder), “road show” expenses, messenger and delivery expenses, the Company’s internal expenses (including without limitation all salaries and expenses of printing prospectusesits officers and employees performing legal or accounting duties), all the fees and disbursements expenses incurred in connection with any listing of the Registrable Shares, fees and expenses of counsel for the Company and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and or “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection of independent public accountants who have audited any other financial statements (including with respect acquired businesses) included or incorporated by reference into the listing Prospectus (including the expenses of the Shares on any special audit or “cold comfort” letters required by or incident to such performance), securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including acts liability insurance (if the Company so desires or if elects to obtain such insurance), the underwriters so require fees and expenses of any special experts retained by the Company in connection with such registration, the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons persons retained by the Company, Company and the reasonable and documented fees and expenses of one legal counsel chosen by for all Holders participating in a registration pursuant to this Agreement (the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback “Registration or Shelf Registration, as applicable, and (ixExpenses”) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will shall be borne by the Company, regardless of Company whether the or not any Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included sale is made in such registration are ultimately included in such registrationa Public Offering; provided, however, that (x) in no event shall Registration Expenses include any underwriting discounts, commissions or fees in connection with attributable to the sale of the Registrable Securities will Shares or any accountants or other persons (except as set forth above) retained or employed by the Holders, which expenses shall be borne by the relevant Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons who retained or employed by any Holder will be borne by such HolderPersons.

Registration Expenses. All Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company’s Company or any Investors in connection with the performance of or compliance with this AgreementAgreement and/or in connection with any Piggyback Registration, including whether or not the same shall become effective, shall be paid by the Company, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), ; (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with compliance with any securities or ‘blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), sky’ laws; (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses, prospectuses and Company Free Writing Prospectuses); (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), ; (ivv) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice; (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed); (vii) all applicable rating agency fees, fees with respect to the Registrable Securities; (vviii) all reasonable and documented out-of-pocket fees and disbursements of legal counsel for the Selling Investors’ Counsel, Company; (viix) all any fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require ; (x) all fees and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company in connection with any Registration; (xi) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties); and (xii) all expenses related to the Holders of ‘road-show’ for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a majority of Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses sold for such Demand HolderPerson’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) account and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect (if any) attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for each selling Sponsor Holder, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Sponsor Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the Holders of a majority “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Registrable Securities included in Sponsor Holders and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All Except as provided in Section 2(d), the --------------------- Company shall bear all expenses incident to the Company’s 's performance of or compliance with this Agreement, including without limitation (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission SEC and FINRA the NASD (including, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel as may be required by the rules and regulations of FINRAthe NASD), (iib) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors selling Stockholders in connection with blue sky qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders majority of the Stockholders of the Registrable Securities being sold may designate), (iiic) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust the transfer agent selected by the Company and of printing prospectuses), (d) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance)), (ive) Securities Act liability insurance if the Company so desires or the underwriters so require, (f) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency fees, (vg) all reasonable and documented out-of-pocket fees and disbursements of one counsel selected by the Selling Investors’ CounselStockholders holding a majority of the Registrable Securities being registered to represent such Stockholders in connection with such registration, (vih) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration securities (excluding underwriting discounts and commissions and transfer taxes, if any, that are attributable to the Stockholders), and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares Registrable Securities under the securities or blue sky laws of any state)), and (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viiii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and Company (all such expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback being herein called "Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the CompanyExpenses"), regardless of whether the Registration Statement becomes effective (except as provided in Section 2(d)). The Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or such offering is completed) accounting duties), the expense of any audit and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by any Holder will be borne by such Holderthe Company.

Registration Expenses. All (a) Subject to Section 3.08(b), all expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” and its counsel as may be required by the rules and regulations such term is defined in Rule 5121 of FINRA. (or any successor provision), and of its counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) any underwriting discounts, commissions, fees and related expenses of underwriters, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xiv) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the are referred to herein as “Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderExpenses.”

Registration Expenses. All Whether or not any Registration Statement is submitted or filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the underwriters (other than Selling Investors’ Counsel, (viExpenses) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and x) all fees and disbursements of counsel Holders’ Counsel (with respect to underwriters (other than such fees and disbursements incurred each Holders’ Counsel, in connection with any registration or qualification of Shares under the securities or blue sky laws of any state))an amount not to exceed $125,000) and, (viixi) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practiceall other costs, (viii) fees and expenses of other Persons retained by incident to the Company’s performance or compliance with this Agreement (all such expenses, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included “Registration Expenses”). Except as set forth in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that subclause (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will definition of Registration Expenses, the Selling Holders shall be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses.

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, all costs, fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement in connection with the preparation of such Registration Statement and the transactions contemplated thereby, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viiSelling Expenses) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for incident to the Company’s performance or compliance with this Agreement (all such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viiicosts, fees and expenses, “Registration Expenses”) above, will shall be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Selling Holders whose Registrable Securities originally requested are registered thereby, in proportion to the number of Registrable Securities to be included in sold by them pursuant to such registration are ultimately included in such registration; providedRegistration Statement. Notwithstanding the foregoing, however, that (x) all expenses incident to any Piggyback Registration, including the Registration Expenses (but not including any underwriting discounts, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will or fees and expenses of counsel representing any underwriters or other distributors), shall be borne by the Holder of such Company and the Selling Holders whose Registrable Securities are included in such Piggyback Registration in proportion to the number of Shares to be sold by the Company and Registrable Securities to be sold by the Selling Holders, and (zy) all Registration Expenses incident to the fees first Registration Statement filed during any one-year period shall be borne by the Company. Each of the Company and the Selling Holders will, in any event, pay their respective internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any other counsel, accountants annual audit or other persons retained or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance.

Registration Expenses. All In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incident to incurred in connection with the Company’s performance registration hereunder (the “Registration Expenses”), regardless of or compliance with this Agreement, including without limitation whether such registration statement is declared effective by the Commission: (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (ivd) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (e) the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency feesRegistrable Securities, (vf) all reasonable and documented out-of-pocket fees and disbursements of counsel for the Selling Investors’ CounselCompany and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.6(f) hereof), (vig) all the reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration such registration, (excluding underwriting discounts and commissions and transfer taxes, if any, and h) reasonable fees and disbursements of one (1) legal counsel to underwriters plus any regulatory counsel, as appropriate, for all Selling Holder participating in such registration (other than such or, in the case of a “shelf registration”, each Selling Holder selling Registrable Securities under the Shelf Registration Statement), and (i) any reasonable fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses Underwriters customarily paid by the issuers or sellers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested . The Company shall have no obligation to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsfees, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by or any transfer taxes relating to the Holder registration or sale of such the Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements or quotation of the Selling Investors’ CounselRegistrable Securities on any inter-dealer quotation system, (vi) all fees and documented expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (vii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (viii) all expenses related to the “road show” for any Underwritten Offering (including the reasonable out-of-pocket expenses of the Holders and underwriters, if so requested). All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements of to underwriters not customarily paid by the issuer or sellers issuers of securitiessecurities in an offering similar to the applicable offering, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All The Company shall pay all expenses arising from or incident to the Company’s its performance of of, or compliance with with, this Agreement, including including, without limitation limitation, (i) all Commission, stock exchange and NASD registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance incurred in complying with state State securities or “blue sky sky” laws (including fees reasonable fees, charges and disbursements of counsel for the underwriters or Selling Investors to any underwriter incurred in connection with “blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions Registrable Securities as the managing underwriters or the Demand Holders may designatebe set forth in any underwriting agreement), (iii) all printing and related printing, messenger and delivery expenses expenses, (including iv) the fees, charges and expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for to the Company and of all its independent certified public accountants of and any other accounting fees, charges and expenses incurred by the Company and its Subsidiaries (including the including, without limitation, any expenses of arising from any special audit and “cold comfort” letters or any special audits incident to or required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under qualification) and, if any Adelson Holder is participating in the securities or blue sky laws of any state))registration, (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees legal fees, charges and expenses of one legal counsel chosen law firm designated by the Holders holders of a majority of the Registrable Securities included participating in any registration incurred by the Designated Holders in any such registration and (v) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration, Piggyback Registration or Shelf Registrationpiggy-back registration thereon, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by Incidental Registration or S-3 Registration pursuant to the issuers terms of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Companythis Agreement, regardless of whether the such Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion declared effective. All of the Registrable Securities originally requested expenses described in the preceding sentence of this Section 8(d) are referred to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the herein as “Registration Expenses.” The Designated Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by sold pursuant to a Registration Statement shall bear the Holder expense of any broker’s commission or underwriter’s discount or commission relating to registration and sale of such Designated Holders’ Registrable Securities and shall, other than as set forth in clause (ziv) above, bear the fees and expenses of their own counsel. Notwithstanding the foregoing, each Designated Holder (other than the Xxxxxxx Holders) agrees to pay or reimburse the Company for its pro rata portion of all Registration Expenses for any other counsel, accountants or other persons retained or employed registration in which its Registrable Securities are included (based upon the number of Registrable Securities included in such registration (on an as converted basis)) and agrees that such expenses may be withheld by any Holder will be borne by the Company from the offering proceeds payable to such Designated Holder.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified registered public accountants accounting firms of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of one legal counsel for the Investors, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xi) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xii) all expenses related to the Holders of a majority “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Registrable Securities included in Investors and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All In connection with registrations pursuant to Section 4.1, Section 4.2 or Section 4.3 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation all (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates prospectuses reasonably requested by any Holder, (d) of the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (e) fees and expenses incurred in connection with listing the Registrable Securities for trading on a national securities exchange, (f) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (g) fees and expenses, if any, incurred with respect to any filing with FINRA, (h) any documented out-of-pocket expenses of the underwriter(s) incurred with the approval of the Company, (i) the cost of providing any CUSIP or other identification numbers for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities, (j) fees and of printing prospectuses, all fees expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of all any comfort letters or costs associated with the delivery by independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” a comfort letter or comfort letters required by or incident to such performance)requested), (ivk) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viil) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal firm of counsel chosen for the Holders to be selected by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration(“Holders’ Counsel”); provided, however, that (xthe Company shall reimburse the Holders for the reasonable and documented fees and disbursements one, but not more than one, additional counsel retained by any Holder for the purpose of rendering any opinion required by the Company or the managing underwriter(s) any underwriting discounts, commissions or fees to be rendered on behalf of such Holder in connection with any Demand Registration. Other than as provided in the sale foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Registrable Securities will Holders relating to the registrations effected pursuant to this Agreement. Notwithstanding the foregoing, Holders shall be borne by the Holders responsible, on a pro rata basis based on the basis of the number of Shares so Registrable Securities included in the applicable registered offering by each such Holder, for any underwriting discounts and sold, (y) transfer taxes with respect commissions attributable to the sale of Registrable Securities will be borne by pursuant to a Registration Statement. The obligation of the Holder Company to bear the expenses described in this Section 4.4 and to pay or reimburse the Holders for the expenses described in this Section 4.4 shall apply irrespective of such whether any sales of Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderultimately take place.

Registration Expenses. All In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates for prospectuses reasonably requested by any Holder, (d) all of the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesCompany’s internal expenses (including, without limitation, all fees salaries and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of its officers and employees performing legal or accounting duties, the expense of any special liability insurance and the expense of any annual audit and “cold comfort” letters required by or incident to such performance)quarterly review), (ive) all fees and expenses incurred in connection with listing the listing of the Shares Registrable Securities for trading on any a national securities exchange and all rating agency feesexchange, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vif) all fees and documented out-of-pocket disbursements expenses in connection with the preparation of underwriters customarily paid by the issuer Registration Statement and related documents covering the Registrable Securities, (g) all fees and expenses, if any, incurred with respect to any filing with FINRA, (h) the cost of providing any CUSIP or sellers of securitiesother identification numbers for the Registrable Securities, including liability insurance if the Company so desires or if the underwriters so require (i) all fees and expenses of any special experts retained by the Company in connection with such registration, (j) any documented out-of-pocket expenses of the requested registration underwriter(s) incurred with the approval of the Company, (excluding underwriting discounts k) all fees and commissions and transfer taxes, if any, and fees expenses and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if for the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) and fees and expenses of other Persons for independent certified public accountants retained by the CompanyCompany (including, without limitation, the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested) and the (l) all reasonable and documented fees and expenses of one legal (1) counsel chosen by for the Holders of a majority per registration. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by Holders relating to the issuers of securitiesregistrations effected pursuant to this Agreement, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel to the Holders. Each Holder shall be responsible for the payment of any brokerage and sales commissions, underwriting discounts and commissions, additional fees and disbursements of such Investor’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or other persons retained or employed by any Holder will be borne disposition of the Registrable Securities by such HolderHolder pursuant to this Agreement. The obligation of the Company to bear the expenses described in this Section 4.3 shall apply irrespective of whether any sales of Registrable Securities ultimately take place.

Registration Expenses. All (a) Subject to Section 3.08(b), all expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” and its counsel as may be required by the rules and regulations such term is defined in Rule 5121 of FINRA. (or any successor provision), and of its counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xi) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xii) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration Expenses.” Notwithstanding the foregoing, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, no event will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldcommissions, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and related expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderconstitute Registration Expenses.

Registration Expenses. All reasonable expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by the CompanyRegistrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen for the Holders (who shall be selected by the Holders of a majority of the Registrable Securities included in such Demand the relevant Registration), Piggyback Registration or Shelf Registration, as applicable, and (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to the “roadshow” for any Demand Holderunderwritten Public Offering (including the reasonable out-of-pocket expenses of the Holders), including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any other reasonable expenses fees and disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All In connection with registrations pursuant to Section 3.1, Section 3.2 or Section 3.3 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation all (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws Laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates prospectuses reasonably requested by any Holder, (d) of the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (e) fees and expenses incurred in connection with listing the Registrable Securities for trading on a national securities exchange, (f) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (g) fees and expenses, if any, incurred with respect to any filing with FINRA, (h) any documented out-of-pocket expenses of the underwriter(s) incurred with the approval of the Company, (i) the cost of providing any CUSIP or other identification numbers for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities, (j) fees and of printing prospectuses, all fees expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of all any comfort letters or costs associated with the delivery by independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” a comfort letter or comfort letters required by or incident to such performance)requested), (ivk) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viil) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal firm of counsel chosen for the Holders to be selected by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration(“Holders’ Counsel”); provided, however, that (xthe Company shall reimburse the Holders for the reasonable and documented fees and disbursements one, but not more than one, additional counsel retained by any Holder for the purpose of rendering any opinion required by the Company or the managing underwriter(s) any underwriting discounts, commissions or fees to be rendered on behalf of such Holder in connection with any Demand Registration. Other than as provided in the sale foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Registrable Securities will Holders relating to the registrations effected pursuant to this Agreement. Notwithstanding the foregoing, Holders shall be borne by the Holders responsible, on a pro rata basis based on the basis of the number of Shares so Registrable Securities included in the applicable registered offering by each such Holder, for any underwriting discounts and sold, (y) transfer taxes with respect commissions attributable to the sale of Registrable Securities will be borne by pursuant to a Registration Statement. The obligation of the Holder Company to bear the expenses described in this Section 3.4 and to pay or reimburse the Holders for the expenses described in this Section 3.4 shall apply irrespective of such whether any sales of Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderultimately take place.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company, including including, without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, (A) fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission NASD in connection with an underwritten offering and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky Blue Sky laws (including including, without limitation, reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares Registrable Securities and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateprovided in Section 4(h) hereof), (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, all if any, or by the Holders of the majority in Amount of Registrable securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses relating to the performance of the Company’s obligations hereunder, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 4(m)(iii) hereof (including 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 desires such insurance, (vii) fees and expenses of all other Persons retained by the Company, (viii) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (ivix) all the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxesexchange, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ixxi) for any Demand Holderthe expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other reasonable expenses customarily paid by documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the issuers of securitiescontrary, including reasonable each Holder shall pay all underwriting discounts and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, brokerage commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of any Registrable Securities will sold by it, and the Company shall not be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of any other counselcounsel for the managing underwriter or underwriters, accountants or other persons retained or employed by any Holder will be borne by such Holderif any.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of one legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay (x) any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and or (zy) the any fees and or expenses of any counsel retained by a Holder other counsel, accountants or other persons retained or employed than as contemplated by any Holder will be borne by such Holderclause (viii) above.

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including including, without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, (A) fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission NASD in connection with an underwritten offering and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)Blue Sky laws, (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, all if any, by the Holders of a majority in aggregate principal amount of the Securities included in any Registration Statement or sold by any Exchanging Dealer, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all the Company's independent certified public accountants of the Company and its Subsidiaries (including including, without limitation, the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance by or incident to such performance)), (ivvi) rating agency fees, if any, and any fees associated with making the Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company desires such insurance, (viii) fees and expenses of all other persons retained by the Company, (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (x) the expense of any annual audit, (ix) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency fees, (v) all reasonable and documented outor any inter-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxesdealer quotation system, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ixxii) for any Demand Holderthe expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders documents necessary in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested order to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection comply with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthis Agreement.

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by the CompanyRegistrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one (1) legal counsel chosen by the Holders holders of a majority of the Registrable Securities included participating in such Demand Registration, Piggyback Registration or Shelf Registration, as applicablethe case may be, and (ix) for any Demand Holder, any other all reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for disbursements of such Demand Holder’s local legal counsel if other than the legal counsel selected as may reasonably be required by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included selling stockholder participating in such registration are ultimately included in such registration; providedRegistration, however, that (x) any underwriting discounts, reasonable fees and disbursements of underwriters (excluding discounts and commissions or fees in connection with the sale of the Registrable Securities will which shall be borne by the Holders paid pro rata on the basis by holders of the number Registrable Securities) customarily paid by issuers or sellers of Shares so registered and soldsecurities, (yxi) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the all fees and expenses of any other counsel, accountants special experts or other persons Persons retained by the Company in connection with any Registration, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or employed by accounting duties) and (xiii) all expenses related to the “road-show” for any Holder will be borne by Underwritten Offering, including all travel, meals and lodging. All such Holderexpenses are referred to herein as “Registration Expenses.”

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements or quotation of the Selling Investors’ CounselRegistrable Securities on any inter-dealer quotation system, (vi) all fees and documented expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (vii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (viii) all expenses related to the “road show” for any Underwritten Offering (including the reasonable out-of-pocket expenses of the Holders and underwriters, if so requested). All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements of to underwriters not customarily paid by the issuer or sellers issuers of securitiessecurities in an offering similar to the applicable offering, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to (a) Except as otherwise required by state securities laws or the Company’s performance of or compliance rules and regulations promulgated thereunder, all expenses, disbursements and fees incurred by the Company in connection with carrying out its obligations under this Agreement, including without limitation but not limited to, (i) all registration and filing fees, and any other the documented reasonable fees and expenses associated of Holders Counsel (plus local counsel), (ii) all registration, filing fees and expenses (including fees with respect to filings required to be made with any stock exchange, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel counsel, as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors Holders in connection with blue sky qualifications of the Shares Registrable Securities and determination determinations of their eligibility for investment under the laws of such jurisdictions jurisdiction as the managing underwriters or Selling Holders of a Majority of the Demand Holders Registrable Securities being sold may designate), (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities to be sold and of printing the registration statements and prospectuses), all messenger and delivery expenses, duplication expenses, word processing expenses, and telephone expenses, (v) fees and disbursements of counsel for the Company Company, and (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries incurred in connection with such registration (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (ivregistration) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such excluding discounts, commissions or fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state))underwriters, (vii) Securities Act liability insurance selling brokers, dealer managers or similar insurance if securities industry professionals relating to the Company or distribution of the underwriters so require in accordance with then-customary underwriting practice, (viiiRegistrable Securities) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and Company (all such expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback being herein called “Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) aboveExpenses”), will be borne by the Company, Company regardless of whether the Registration Statement a registration statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registrationeffective; provided, however, that the Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review, the fees and expenses of any Person, including special experts, retained by the Company, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed; and provided, further, that each Selling Holder shall pay (x) any underwriting discounts, commissions all costs and expenses of counsel (other than the counsel costs referred to in (i) and (iii) above) and accounting or fees in connection with the sale of the Registrable Securities will be borne financing professionals retained by the Holders pro rata on the basis of the number of Shares so registered and soldsuch Selling Holder, (y) all underwriting discounts, commissions, fees and expenses and all transfer taxes with respect to the sale of Registrable Securities will be borne securities sold by the Holder of such Registrable Securities Selling Holder, and (z) all other expenses incurred by such Selling Holder and incidental to the fees sale and expenses delivery of any other counsel, accountants or other persons retained or employed by any Holder will the securities to be borne sold by such Holder.

Registration Expenses. All The Holders shall, jointly and severally, pay their portion of all reasonable and documented out of pocket expenses incident incurred by the Parent in connection with filing of the Shelf Registration Statement, if any, and any related Prospectus and supplement thereto, any Shelf Demand Offerings and any Shelf Resales pursuant to the Company’s performance of or compliance with this Agreement, including without limitation all (ia) all registration and filing feesfees and all fees and expenses of compliance with securities and “blue sky” laws, and any other (b) fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)The Financial Industry Regulatory Authority, (iic) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery copying expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company Company), (d) messenger and of printing prospectusesdelivery expenses, all (e) fees and disbursements of counsel for the Company and expenses of all independent certified public accountants of the Company and its Subsidiaries counsel (including the expenses of any special audit and with respect to “cold comfort” letters, 10b-5 letters required by or incident to such performance)), and opinions) (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viiif) fees and expenses of other Persons retained underwriters’ counsel that the applicable underwriting agreement states should be paid for by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicableParent, and (ixg) for any Demand Holder, any other reasonable expenses customarily paid all transfer taxes incurred or payable by the issuers each Holder in connection with sale of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than Registrable Securities. The Holders’ portion of such expenses shall be determined pro rata to the legal counsel selected by number of Registrable Securities of all of the Holders in (viii) aboveand the Other Holders; provided that, will with respect to a particular Shelf Demand Offering or Shelf Resale, the Holders’ portion of such expenses shall be borne determined pro rata to the number of Registrable Securities of all of the Holders and the Other Holders covered, or proposed to be covered, by the Companysuch Shelf Demand Offering or Shelf Resale, regardless of whether the Registration Statement becomes effective such Shelf Demand Offering or Shelf Resale is effected. The Parent will pay its internal expenses (or such offering is completed) and whether or not including all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any other counsel, accountants or other persons retained or employed 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 on which similar securities issued by any Holder will be borne by such Holderthe Parent are then listed.

Registration Expenses. All In connection with the Shelf Registration, every Demand Registration and every Piggy-Back Registration that includes Registrable Securities, the Company shall pay the following registration expenses incident to incurred in connection with such registration (the Company’s performance of or compliance with this Agreement, including without limitation "Registration Expenses"): (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), ; (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications determination of eligibility of the Shares and determination of their eligibility Registrable Securities for investment under the laws of such jurisdictions jurisdiction as the managing underwriters or Holders of a majority of the Demand Holders Registrable Securities being sold may designate), (iii) all printing and related messenger and delivery expenses designate (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all reasonable fees and disbursements of counsel in connection therewith); (iii) printing expenses (including printing certificates for the Company Registrable Securities to be sold and the prospectuses), messenger and delivery expenses, duplication, word processing, and telephone expenses; (iv) the Company's internal expenses (including, without limitation, all salaries and expenses of all independent certified public accountants of the Company its officers and its Subsidiaries (including employees performing legal or accounting duties, the expenses of any special annual audit or quarterly review, the expense of any liability insurance) and “cold comfort” letters required by or all fees and expenses incident to such performance)), the performance of or compliance with this Agreement by the Company; (ivv) all the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, Registrable Securities; (vvi) all reasonable and documented out-of-pocket fees and disbursements of counsel for the Selling Investors’ Counsel, (vi) all Company and fees and documented out-of-pocket expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 3.1(j)), reasonable fees and disbursements of all underwriters customarily paid by (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the issuer or sellers distribution of securities, including liability insurance if the Company so desires or if Registrable Securities); (vii) the underwriters so require fees and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, registration; (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal firm of counsel for the Holders, which counsel shall be chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, registration statement; and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses disbursements of any transfer agent for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested Securities. The Company shall have no obligation to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsfees, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company’s Company or any Investors in connection with the performance of or compliance with this AgreementAgreement and/or in connection with any Piggyback Registration, including whether or not the same shall become effective, shall be paid by the Company, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with compliance with any securities or “blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectusesprospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed), (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties), and (xii) all expenses related to the Holders of “road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a majority of Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses sold for such Demand HolderPerson’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) account and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect (if any) attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with this Agreement, Agreement by the Company (including without limitation (i) all registration and filing fees, and any other fees (including fees and expenses associated (A) with respect to filings required to be made with any stock exchange, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky laws (Blue Sky laws, including any fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities pursuant to Section 6(h), (iiiii) all printing and related messenger and delivery expenses (including including, if applicable, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company (“DTC”) and of printing prospectusesProspectuses if the printing of Prospectuses is requested by the managing underwriters, all if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit opinions required by this Agreement), (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 6(o)(iii) hereof (including the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Company and (vii) reasonable fees of not more than one counsel for all of the holders participating in the offering; provided, however, that the Company shall be entitled to reimbursement for any registration and filing fees incurred by the Company in connection with the registration of Registrable Securities withdrawn by a Stockholder pursuant to Section 2(d) (unless such registration fees can be used in connection with the registration of other securities by the Company, including in connection with a future registration). In addition, the Company shall bear all of its internal expenses (including all salaries and expenses of its officers and employees performing legal or incident to such performance)accounting duties), (iv) all the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange on which similar securities issued by the Company are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by the Company. The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder will holder of Registrable Securities or by any underwriter (except as set forth in clauses Section 7(i)(B) and Section 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be borne paid by such Holderthe Company pursuant to the first paragraph of this Section 7.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementExhibit A shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of the FINRA rules (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or “blue sky sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with “blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xiii) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, FINRA, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)Canadian Securities Authorities or IIROC, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, translation, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including all expenses of printing certificates for the Shares in a form eligible for deposit with any transfer agent and expenses relating to The Depository Trust Company or CDS Clearing and Depository Services Inc. and of printing prospectusesprospectuses or other offering documents), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of one legal counsel for the selling Holders, (ix) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xi) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xii) all expenses related to any “road show”, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen (the “Majority Holder Counsel”) and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xiii) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (x) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties), (xi) all expenses related to the Holders of a majority of the Registrable Securities included in such Demand Registration“road show” for any Underwritten Offering, Piggyback Registration or Shelf Registrationincluding all travel, as applicable, meals and lodging and (ixxii) for any Demand Holder, any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect solely attributable to the sale of Registrable Securities will be borne by the a Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderpursuant to a Registration Statement.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for each Demand Rights Holder participating in such Registration (or, in the case of a Shelf Registration, each Demand Rights Holder selling Registrable Securities under the Shelf Registration Statement), (ix) all fees and expenses of accountants selected by the Demanding Holder (or, in the case of a Shelf Registration, the Holder selling Registrable Securities under the Shelf Registration Statement), (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, accounting duties) and (ixxiii) all expenses related to the “road show” for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securitiesunderwritten offering, including reasonable all travel, meals and documented legal fees lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay underwriting discounts and expenses for such Demand Holder’s legal counsel commissions and transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All (a) Registration in the United States or Any Political Subdivision Thereof. In the event of distribution of Registrable Common Shares in the United States or any political subdivision thereof pursuant to this Agreement, the Company will bear all expenses incident to the Company’s 's performance of or compliance with this Agreement, including including, without limitation (i) limitation, all Commission, National Association of Securities Dealers, Inc., NYSE and TSE registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with determination of eligibility for investment and blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Common Shares), (iii) all printing and related expenses, messenger and delivery expenses, internal expenses (including including, without limitation, all salaries and expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company its officers and of printing prospectusesemployees performing legal or accounting duties), all fees and disbursements of counsel for the Company and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “or "cold comfort” " letters (if requested by the underwriter) required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselcounsel selected by Participating Holders, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including securities acts liability insurance (if the Company so desires or if elects to obtain such insurance), the underwriters so require reasonable fees and expenses of any special experts retained by the Company in connection with such registration, the requested registration reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities and fees and expenses of other Persons retained by the Company (all such expenses being referred to herein as "Registration Expenses") and excluding any fees and disbursements of underwriters not customarily paid by the issuers or sellers of securities, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Common Shares and the fees and disbursements expenses of counsel to the underwriters (other than such fees and disbursements incurred as provided above; provided, however, that, the Holders shall be responsible for Registration Expenses in connection with any registration or qualification one (1) of Shares under the securities or blue sky laws of four (4) permitted Demand Registrations (including any state)), (viiShelf Registration) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen elected by the Holders of a majority of the Registrable Securities Common Shares included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion by Holders of a majority of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with Common Shares outstanding at the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holdertime a Shelf Registration is requested).

Registration Expenses. All fees and expenses incurred by the Company and incident to the Company’s performance of or compliance with this Agreement, Agreement by the Company (including without limitation (i) all registration and filing feesfees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees and expenses associated with filings required such filings, including with respect to be made with counsel for the underwriters and any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” underwriter in connection with FINRA qualifications, and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or “blue sky laws (sky” laws, including any fees and disbursements of counsel for the underwriters or Selling Investors in connection with “blue sky sky” qualifications of the Shares Registrable Securities pursuant to Section 6(h)), (ii) fees and determination expenses of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)financial printer, (iii) all printing and related messenger messenger, telephone and delivery expenses of the Company, (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (accountants, including the expenses of any special audit and audits and/or “cold comfortcomfort letters” letters required by or incident to such performance)performance and compliance), (iv) all fees shall be borne by the Company whether or not any Registration Statement is filed or becomes effective. All underwriters discounts and expenses incurred in connection with the listing of the Shares on any securities exchange selling commissions and all rating agency fees, (v) all reasonable underwriters legal expenses and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and stock transfer taxes, if anyin each case, and fees and disbursements of counsel related to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Registrable Securities Act liability insurance or similar insurance if the Company or the underwriters so require registered in accordance with then-customary underwriting practicethe Agreement, (viii) fees and expenses of other Persons retained shall be borne by the Company, and the reasonable and documented fees and expenses Shareholders of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata among each other on the basis of the number of Shares Registrable Securities so registered (provided that such stock transfer taxes shall be borne solely by the holders of Registrable Securities subject to such taxes). Except as set forth above, the Company shall not be required pursuant to this Agreement to pay (i) fees and solddisbursements of any counsel retained by any holder of Registrable Securities or by any underwriter, (yii) transfer taxes any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the sale Company), or (iii) any other expenses of the holders of Registrable Securities will not specifically required to be borne paid by the Holder Company pursuant to the first paragraph of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthis Section 7.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger expenses in connection with the preparation, printing, mailing and delivery expenses (including of any Registration Statements, Prospectuses, Issuer Free Writing Prospectus and other documents in connection therewith and any amendments or supplements thereto and expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesCompany, (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then customary underwriting practice (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency feesor quotation of the Registrable Securities on any inter-dealer quotation system, (vvii) all reasonable and documented out-of-pocket fees and disbursements of one legal counsel for Brookfield and, if Brookfield is not the Selling Investors’ CounselInitiating Holder, the Initiating Holder, not to exceed $100,000 in the aggregate for all jurisdictions in connection with the filing of the Shelf Registration Statement or any Underwritten Offering, (viviii) all any reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration; (x) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties); and (xi) if the underwriter for any Underwritten Offering reasonably determines a “road show” is necessary, all expenses incurred by the Company related to the road show for such Underwritten Offering, and all reasonable and documented out of pocket expenses of Brookfield and, if Brookfield is not the Initiating Holder, the Initiating Holder to the extent, but only to the extent, the managing underwriter explicitly requests the participation of either Brookfield or the Initiating Holder in such road show, including all travel, meals and lodging of the Company. All such expenses are referred to herein as “Registration Expenses.” Notwithstanding the foregoing, the Company shall not be required to pay for any Registration Expenses in connection with any Registration begun pursuant to Sections 2.02 or 2.03(a) if the applicable request is subsequently withdrawn at the request of the Initiating Holder (in which case the Initiating Holder shall bear such expenses), unless the Holders agree to forfeit their right to one Registration provided for in Section 2.01(c). The Company shall not be required to pay underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All In connection with registrations pursuant to Section 5.1, Section 5.2 or Section 5.4 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation all (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates for prospectuses reasonably requested by the Shares in a form eligible for deposit with The Depository Trust Company Stockholder and its Subsidiaries, (d) of printing prospectusesthe Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (e) fees and expenses incurred in connection with listing the Registrable Securities for trading on a national securities exchange, (f) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (g) fees and expenses, if any, incurred with respect to any filing with the Financial Industry Regulatory Authority, Inc., (h) documented out-of-pocket expenses of the underwriter(s) incurred with the approval of the Company, (i) fees and expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of all any comfort letters or costs associated with the delivery by independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” a comfort letter or comfort letters required by or incident to such performance)requested), (ivj) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viik) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal firm acting as counsel chosen by to the Holders Stockholder, which fees and expenses shall not exceed $500,000 aggregated for all registrations effected pursuant to this Agreement. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the stockholders of the Company relating to the registrations effected pursuant to this Agreement. The obligation of the Company to bear the expenses described in this Section 5.8 and to pay or reimburse the Stockholder and its Subsidiaries for the expenses described in this Section 5.8 shall apply irrespective of whether any sales of Registrable Securities ultimately take place, other than if a majority Takedown Request or Demand Registration is revoked as set forth in Section 5.3(a). For the avoidance of doubt, the Stockholder and its Subsidiaries shall bear and pay all underwriting discounts and commissions applicable to the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested sold pursuant to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthis Agreement.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all reasonable fees and disbursements of legal counsel for the Investors and one counsel for other Holders (in the case of such other Holders, up to a maximum of fifty thousand dollars ($50,000) per Public Offering), (vii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (ix) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (x) all expenses related to the “road show” for any Underwritten Public Offering (including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All fees and expenses incurred by the Company and incident to the Company’s performance of or compliance with this Agreement, Agreement by the Company (including without limitation (i) all registration and filing feesfees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees and expenses associated with filings required such filings, including with respect to be made with counsel for the underwriters and any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)underwriter in connection with FINRA qualifications, (iiB) all fees rating agencies and expenses of (C) compliance with state securities or “blue sky laws (sky” laws, including any reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with “blue sky sky” qualifications of the Shares Registrable Securities pursuant to Section 6(i)), (ii) fees and determination expenses of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)financial printer, (iii) all printing and related messenger messenger, telephone and delivery expenses of the Company, (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all iv) fees and disbursements of counsel for the Company Company, (v) all reasonable fees and disbursements of one legal counsel for the Shareholders with Registrable Securities covered by any Registration Statement, (vi) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (vii) all expenses related to the “road show” for any Marketed Offering, including the reasonable out-of-pocket expenses of the Shareholders and underwriters, if so requested, and (viii) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (accountants, including the expenses of any special audit and audits and/or “cold comfortcomfort letters” letters required by or incident to such performance)performance and compliance), shall be borne by the Company, whether or not any Registration Statement is filed or becomes effective. All underwriters’ discounts and selling commissions, in each case related to Registrable Securities registered in accordance with this Agreement, shall be borne by the holders of Registrable Securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered. 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 (iv) 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 Shares Registrable Securities on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the as required hereunder. The Company so desires or if the underwriters so require and expenses of shall not be required to pay any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the sale distribution of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes other than with respect to the sale of Registrable Securities will be borne sold by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderCompany).

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementArticle by the Company, including including, without limitation limitation, (i) all registration and filing fees, and any other fees and expenses associated (including with respect to filings required to be made with any stock exchangethe SEC and the NASD) and fees and expenses of compliance with federal or state securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (ii) rating agency fees and printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible with the Depositary Trust Company and of printing prospectuses), (iii) messenger, telephone and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed, (v) fees and disbursements of counsel for each of the Company, the Commission underwriters and FINRA Nestle (subject to the provisions of Section 5.05(b) hereof), (vi) fees and disbursements of the Company's independent certified public accountants (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vii) securities acts liability insurance (if the Company elects to obtain such insurance), (viii) fees and expenses associated with any NASD filing required to be made in connection with the Registration Statement, including, if applicable, the fees and expenses of any “"qualified independent underwriter” " (and its counsel as may counsel) that is required to be required by retained in accordance with the rules and regulations of FINRA)the NASD, (iiix) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the underwriters or Selling Investors in connection with blue sky qualifications distribution of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters Registrable Securities or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the legal expenses of any special audit Person other than the Company, the underwriters and “cold comfort” letters required by or incident to such performance)), (ivNestle) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by issuers, and (ix) the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require reasonable fees and expenses of any special experts retained by the Company in connection with such registration and the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, Company will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC, FINRA, applicable Commissions or any stock exchange, the Commission other regulatory authority and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in NASD Rule 2720 of the (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and/or CDS & Co. and of printing prospectusesCanadian Prospectuses, if applicable, Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and the (vii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration; provided, however, such fees and disbursements shall not, in the case of a Canadian Registration, Piggyback Registration exceed $50,000 (viii) any reasonable fees and disbursements of underwriters customarily paid by issuers or Shelf Registrationsellers of securities, as applicable, and (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xi) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xii) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements or quotation of the Selling Investors’ CounselRegistrable Securities on any inter-dealer quotation system, (vi) all fees and documented expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (vii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (viii) all expenses related to the “road show” for any Underwritten Offering (including the reasonable out-of-pocket expenses of the Principal Stockholder and underwriters, if so requested). All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements of to underwriters not customarily paid by the issuer or sellers issuers of securitiessecurities in an offering similar to the applicable offering, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All Except as otherwise provided herein, all expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, including whether or not a Registration Statement is filed or becomes effective, including, without limitation (i) limitation, all registration and filing fees, and any other fees and expenses associated including with respect to filings required to be made with any stock exchangethe National Association of Securities Dealers, Inc. (the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii"NASD") all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors underwriters, if any, in connection with blue sky qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Demand Holders Registrable Securities being sold may designate), (iii) all printing and related messenger expenses, messenger, telephone and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company expenses, and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance)), (iv) all the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency feesor authorized to be quoted on NASDAQ, (v) all the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Holders or by the Company at the request of the managing underwriters in connection with the requested such registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the CompanyHolders (including, and without limitation, any qualified independent underwriter or other independent appraiser participating pursuant to the reasonable and documented fees Bylaws of the NASD) (all such expenses being herein called "REGISTRATION EXPENSES"). The Company shall also pay its internal expenses (including, without limitation, all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and the Holders expense of a majority any annual audit, which are not "Registration Expenses" for purposes of this Agreement. In no event shall the Company be liable for the payment of any discounts or commissions of underwriters, selling brokers, dealer managers or similar industry professionals relating to the distribution of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal related fees and expenses for such Demand Holder’s legal disbursements of counsel if other than the legal counsel selected retained by the Holders in (viii) above, will if any). Each Holder shall be borne by liable for the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) cost and whether or not all or any portion expense of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; providedtime spent by its officers, however, that (x) any underwriting discounts, commissions or fees employees and Agents incurred in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale registration of Registrable Securities will be borne owned by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderit.

Registration Expenses. All fees and expenses incurred by the Company and incident to the Company’s performance of or compliance with this Agreement, Agreement by the Company (including without limitation (i) all registration and filing feesfees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees and expenses associated with filings required such filings, including with respect to be made with counsel for the underwriters and any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)underwriter in connection with FINRA qualifications, (iiB) all fees rating agencies and expenses of (C) compliance with state securities or “blue sky laws (sky” laws, including any fees and disbursements of counsel for the underwriters or Selling Investors in connection with “blue sky sky” qualifications of the Shares Registrable Securities pursuant to Section 6(h)), (ii) fees and determination expenses of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)financial printer, (iii) all printing and related messenger messenger, telephone and delivery expenses of the Company, (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (accountants, including the expenses of any special audit and audits and/or “cold comfortcomfort letters” letters required by or incident to such performance)performance and compliance), (iv) all fees shall be borne by the Company whether or not any Registration Statement is filed or becomes effective. All underwriters discounts and expenses incurred in connection with the listing of the Shares on any securities exchange selling commissions and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and stock transfer taxes, if any, and fees and disbursements of counsel in each case related to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Registrable Securities Act liability insurance or similar insurance if the Company or the underwriters so require registered in accordance with then-customary underwriting practicethe Agreement, (viii) fees and expenses of other Persons retained shall be borne by the Company, and the reasonable and documented fees and expenses Shareholders of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata among each other on the basis of the number of Shares Registrable Securities so registered (provided that such stock transfer taxes shall be borne solely by the holders of Registrable Securities subject to such taxes). Except as set forth above, the Company shall not be required pursuant to this Agreement to pay (i) fees and solddisbursements of any counsel retained by any holder of Registrable Securities or by any underwriter, (yii) transfer taxes any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the sale Company), or (iii) any other expenses of the holders of Registrable Securities will not specifically required to be borne paid by the Holder Company pursuant to the first paragraph of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthis Section 7.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, and all reasonable out-of-pocket costs and expenses incurred by the Holders in connection with any registration and sale of Registrable Securities pursuant to this this Agreement (excluding (x) any underwriters’ or brokerage discounts or commissions payable in respect of the sale of Registrable Securities by any Holder and (y) except as set forth in clauses (g) and (h) below, fees and expenses of legal counsel to any Holder) shall be paid by the Company, including without limitation (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws other applicable governmental entity (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications the FINRA qualification of the Shares Registrable Securities), (b) all fees and expenses in connection with compliance with any securities or Blue Sky laws and determination of their the eligibility of the Registrable Securities for investment under the laws of such the various jurisdictions as (including reasonable fees and disbursements of counsel for the managing underwriters or in connection with Blue Sky qualification of the Demand Holders may designateRegistrable Securities), (iiic) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (d) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance))) or its Subsidiaries or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement, (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viie) Securities Act laws liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiif) all fees and expenses incurred in connection with the listing of other Persons retained by the CompanyRegistrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, and the (g) all reasonable and documented fees and expenses disbursements of one legal law firm or other counsel chosen selected by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid owned by the issuers of securitiesOnex Shareholders and their Affiliates being registered, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if one law firm or other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion a majority of the Registrable Securities originally requested to be included owned by the Baring Shareholders and their Affiliates being registered and, in such registration are ultimately included in such registration; providedthe case of a Demand Registration by the Sponsor Representative, however, that (x) any underwriting discounts, commissions one law firm or fees in connection with other counsel selected by the sale Holders of a majority of the Registrable Securities will owned by the Sponsor Holders being registered, and, in the case of a Registration Statement which is not a Demand Registration Statement by the Sponsor Representative, all reasonable fees and disbursements of lead counsel designated by the holders of a majority of the Registrable Securities owned by the Onex Shareholders and their Affiliates or the Baring Shareholders and their Affiliates, as the case may be, (h) all reasonable fees and disbursements of such local or special legal counsel as may reasonably be borne required by the Holders pro rata on the basis of a majority of the number of Shares so registered and soldRegistrable Securities participating in such Registration, (yi) transfer taxes with any reasonable fees and disbursements of underwriters (excluding any underwriters’ or brokerage discounts or commissions payable in respect to of the sale of Registrable Securities will be borne by the Holder any Holder) customarily paid by issuers or sellers of such Registrable Securities and securities, (zj) the all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (k) fees and expenses of a Qualified Independent Underwriter (as such term is defined in FINRA Rule 5121(f)(12)) and its counsel, accountants if any, (l) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), (m) all expenses incurred in connection with promotional efforts or employed by “roadshows” for any Holder will be borne by Underwritten Offering, including all travel (including any aircraft chartered for such Holderpurpose), meals and lodging, and (n) fees and disbursements of transfer agents, registrars and custodians. All such expenses are referred to herein as “Registration Expenses”.

Registration Expenses. All expenses incident to the Company’s Issuer's performance of or compliance with this Agreement, including without limitation all (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel as may be required by the rules and regulations of FINRAthe NASD), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with blue sky qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Demand Holders Registrable Securities being sold may reasonably designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), all (iv) fees and disbursements of counsel for the Company Issuer and customary out of all independent certified public accountants pocket expenses and fees paid by issuers to the extent provided for in an underwriting agreement (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Company and its Subsidiaries (including the Registrable Securities, transfer taxes or legal expenses of any special audit Person other than the Issuer and “cold comfort” letters required by or incident to such performancethe selling holders)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements the cost of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including securities acts liability insurance if the Company Issuer so desires or if the underwriters so require and (vi) fees and expenses of other Persons retained by the Issuer (all such expenses being herein called "REGISTRATION EXPENSES") will be borne by the Issuer regardless of whether the Registration Statement becomes effective. Each holder of Registrable Securities will pay any special experts retained in connection with the requested registration (excluding fees or disbursements of counsel to such holder and all underwriting discounts and commissions and transfer taxes, if any, and fees other fees, costs and disbursements expenses of counsel to underwriters such holder (other than Registration Expenses) relating to the sale or disposition of such holder's Registrable Securities. The Issuer, in any event, will pay the Issuer's own internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and disbursements expenses incurred in connection with any registration or qualification the listing of Shares under the securities or blue sky laws of any state))to be registered on each securities exchange on which similar securities issued by the Issuer are then listed, (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) rating agency fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by any Holder will be borne by such Holderthe Issuer.

Registration Expenses. All In connection with registrations pursuant to Section 2.01 or 2.02 hereof, the Company shall pay the following registration costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreement, including without limitation registration thereunder (the “Registration Expenses”): (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)Commission, (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all reasonable processing, duplicating and printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates any prospectuses or issuer free writing prospectuses reasonably requested by any Participating Holder, (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (v) fees and expenses incurred in connection with listing the Registrable Securities for trading on a national securities exchange, including, without limitation, fees and expenses of The New York Stock Exchange, (vi) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (vii) fees and expenses, if any, incurred with respect to any filing with FINRA, (viii) any documented out-of-pocket expenses of the Underwriter(s) incurred with the approval of the Company, (ix) the cost of providing any CUSIP or other identification numbers for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities, (x) fees and of printing prospectuses, all fees expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of all any comfort letters or costs associated with the delivery by independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” a comfort letter or comfort letters required by or incident to such performance)requested), and (ivxi) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) registration. Each Participating Holder shall be responsible for any Demand Holderunderwriting fees, discounts or commissions as well as disbursements to counsel for any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in Participating Holder (viii“Holders’ Counsel”) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderpursuant to a Registration Statement.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this AgreementArticle I, including without limitation (ia) all registration and filing fees, including all fees and any other expenses of compliance with securities and “blue sky” laws (including the reasonable and documented fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 1.6(a)(v)) and all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRAsuch term is defined in FINRA Rule 5121), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iiib) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses, all fees prospectuses if the printing of prospectuses is requested by a Demand Stockholder) and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance))copying expenses, (ivc) all messenger, telephone and delivery expenses, (d) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions), (e) expenses of the Company incurred in connection with the listing of the Shares on any securities exchange “road show” and all rating agency fees, (vf) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselone counsel for all Holders whose Registrable Securities are included in a registration statement, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid which counsel shall be selected by the issuer or sellers Holders of securitiesa majority of the Registrable Securities being sold in connection therewith, including liability insurance if shall be borne solely by the Company so desires whether or if not any registration statement is filed or becomes effective. In connection with the underwriters so require Company’s performance of its obligations under this Article I, the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties and the expense of any special experts retained annual audit) and the expenses and fees for listing the securities to be registered on each securities exchange and included in connection with each established over-the-counter market on which similar securities issued by the requested registration (excluding Company are then listed or traded. Each Selling Stockholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Stockholder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistration.

Registration Expenses. All expenses incident to the CompanyPubCo’s performance of or compliance with this AgreementAgreement shall be paid by PubCo, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company PubCo and of all independent certified public accountants or independent auditors of the Company PubCo and its Subsidiaries any subsidiaries of PubCo (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company PubCo so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the CompanyPubCo in connection with any Registration or sale, and the reasonable and documented fees (xii) all of PubCo’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. PubCo shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for each Principal Investor and the JHI Investor to the extent that they participate in such Registration or sale, (ix) all fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen accountants selected by the Holders of a majority of the Registrable Securities included being registered, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses incurred in such Demand Registrationconnection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, Piggyback (xii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or Shelf Registrationsale, as applicable, (xiii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (ixxiv) all expenses related to the “road-show” for any Demand Holderunderwritten Public Offering (including the reasonable out-of-pocket expenses of the Principal Investors), including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any other reasonable expenses fees and disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All In connection with registrations pursuant to Section 2.01 hereof, the Company shall pay all of the registration costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistration thereunder (the “Registration Expenses”), including including, without limitation limitation, all: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)Commission, (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all reasonable processing, duplicating and printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required prospectuses requested by or incident to such performance))Investor, (iv) of the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (v) fees and expenses incurred in connection with the listing of the Shares on any securities exchange Registrable Securities, including, without limitation, fees and all rating agency feesexpenses of the Nasdaq Stock Market, Inc. and relating to the use of book-entry securities, (vvi) all reasonable fees and documented expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (vii) fees and expenses, if any, incurred with respect to any filing with FINRA or listing on a securities exchange, (viii) any advertising and other out-of-pocket expenses of the Underwriters incurred with the approval of the Company, (ix) the cost of providing any CUSIP or other identification numbers for the Registrable Securities, (x) fees and expenses and disbursements of counsel for the Selling Investors’ CounselCompany and fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested), (vixi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viixii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal firm of counsel chosen for the Holders to be selected by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration(“Holders’ Counsel”); provided, however, that (x) the Company shall reimburse the Holders for the reasonable fees and disbursements of each additional counsel retained by any underwriting discounts, commissions Holder for the purpose of rendering any opinion required by the Company or fees the managing Underwriter to be rendered on behalf of such Holder in connection with any Demand Registration. Notwithstanding the sale of the Registrable Securities will foregoing, each Holder shall be borne by the Holders pro rata on the basis of the number of Shares so registered and soldresponsible for any underwriting fees, (y) transfer taxes with respect discounts or commissions attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderpursuant to a Registration Statement.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, SEC or the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)NYSE, (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one law firm or other counsel selected by the Demanding Investor, (ix) all reasonable fees and expenses of accountants selected by the Demanding Investor, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the CompanyCompany in connection with any Registration, and (xii) all of the reasonable and documented fees Company’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by the Holders of a majority of the Registrable Securities included in or accounting duties). All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses.” The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in a secondary offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All fees and expenses incident to the Company’s 's performance of or compliance with this Agreement, including without limitation (ia) all registration and filing fees, and any other fees and including all expenses associated with incident to filings required to be made with the National Association of Securities Dealers, Inc. or listing on any stock securities exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares Registrable Securities and determination of their the eligibility of any of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders Investor may designatedesignate in accordance with Section 6(h)), fees and expenses of compliance with state insurance or other governmental regulations and rating agency fees, (iiib) all printing and related messenger expenses, messenger, telephone and delivery expenses expenses, and other internal expenses, (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, c) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “"cold comfort” " letters required by or incident to such performance), (d) fees and expenses of underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities and legal expenses of selling holders and the underwriters but including the fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-Laws of the National Association of Securities Dealers, Inc.), (ive) securities acts liability insurance if the Company so desires and (f) fees and expenses of other Persons retained by the Company (all such included expenses being herein called "Registration Expenses") shall be borne by the Company whether or not any of the Registration Statements become effective. Notwithstanding any of the foregoing, the Investor upon sales of Registrable Securities shall bear its own expenses for all underwriting commissions applicable to such sales and any legal fees of counsel hired by the Investor. The Company shall pay its general expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any audit, and the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any each securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid on which similar securities issued by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthen listed.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for the Principal Investor, (ix) all fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen accountants selected by the Holders of a majority of the Registrable Securities included being registered, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses incurred in such Demand Registrationconnection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, Piggyback (xii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or Shelf Registrationsale, as applicable, (xiii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (ixxiv) all expenses related to the “road-show” for any Demand Holderunderwritten Public Offering (including the reasonable out-of-pocket expenses of the Principal Investor), including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any other reasonable expenses fees and disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All Registration Expenses will be borne by the Company whether or not any of the Registration Statements become effective. "Registration Expenses" will mean all fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company, including including, without limitation limitation, (i) all registration and filing fees, and any other fees (including without limitation fees and expenses associated (x) with respect to filings required to be made with any stock exchangethe National Association of Securities Dealers, the Commission Inc. and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiy) all fees and expenses of compliance with state securities or "blue sky sky" laws (including without limitation fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with "blue sky sky" qualifications of the Shares Registrable Securities and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters underwriters, if any, or holders of a majority of the Demand Holders Registrable Securities being sold may designate)), (iiiii) all printing and related messenger and delivery expenses (including without limitation expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in any Registration Statement), all (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 6(m)(iii) hereof (including the expenses of any special audit and “cold "comfort” " letters required by or incident to such performance), (vi) fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the National Association of Securities Dealers, Inc., (vii) Securities Act liability insurance if the Company so desires such insurance, (viii) all fees and expenses in listing the Registrable Securities pursuant to Section 6(e), and (ivix) fees and expenses of all other persons retained by the Company, provided, however, that Registration Expenses will not include fees and expenses of counsel for the holders of Registrable Securities and any local counsel nor shall it include underwriting discounts and commissions relating to the offer and sale of Registrable Securities, all of which shall be borne by the holders of Registrable Securities included in such registration pro rata in proportion to the number of Registrable Securities of such holder included in such registration. In addition, the Company will pay its internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid on which similar securities issued by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require are then listed and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselperson, accountants or other persons including special experts, retained or employed by any Holder will be borne by such Holderthe Company.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for each Sponsor participating in such Registration (or, in the case of a Shelf Registration, each Sponsor selling Registrable Securities under the Shelf Registration Statement), (ix) all fees and expenses of accountants selected by the Demanding Sponsor (or, in the case of a Shelf Registration, the Holder selling Registrable Securities under the Shelf Registration Statement), (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, accounting duties) and (ixxiii) all expenses related to the “road show” for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securitiesunderwritten offering, including reasonable all travel, meals and documented legal fees lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay underwriting discounts and expenses for such Demand Holder’s legal counsel commissions and transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for each Sponsor, and a single counsel for, collectively, all other Holders and all other stockholders of the Company entitled to exercise registration rights in connection with such Registration, participating in such Registration (or, in the case of a Shelf Registration, each Sponsor selling Registrable Securities under the Shelf Registration Statement and a single counsel for, collectively, all other Holders and all other stockholders of the Company selling Registrable Securities under the Shelf Registration Statement), (ix) all fees and expenses of accountants selected by the Demanding Sponsor (or, in the case of a Shelf Registration, the Holder selling Registrable Securities under the Shelf Registration Statement), (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties), (xiii) all expenses related to the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) “road-show” for any Demand Holderunderwritten offering, any including all travel, meals and lodging (xiv) all other reasonable expenses fees and disbursement customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay underwriting discounts and commissions and transfer taxes, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen (the “Majority Holder Counsel”) and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback (ix) if any of the Sponsors are selling Registrable Securities pursuant to such Registration and are not represented by the Majority Holder Counsel, the reasonable fees and disbursements of separate law firms of SLP or Shelf RegistrationWP, as applicable, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xiii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging and (ixxiv) for any Demand Holder, any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Registration Expenses. All In connection with registrations pursuant to Section 2.01, 2.02 or 2.03 hereof, the Company shall pay all of the registration costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistration thereunder (the “Registration Expenses”), including including, without limitation limitation, all: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)Commission, (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all reasonable processing, duplicating and printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates prospectuses reasonably requested by any Holder, (iv) of the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (v) fees and expenses incurred in connection with listing the Registrable Securities for trading on a national securities exchange, including, without limitation, fees and expenses of The NASDAQ Stock Market, (vi) fees and expenses in connection with the preparation of the registration statement and related documents covering the Registrable Securities, (vii) fees and expenses, if any, incurred with respect to any filing with FINRA, (viii) any documented out-of-pocket expenses of the Underwriter(s) incurred with the approval of the Company, (ix) the cost of providing any CUSIP or other identification numbers for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities, (x) fees and of printing prospectuses, all fees expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses of all any comfort letters or costs associated with the delivery by independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” a comfort letter or comfort letters required by or incident to such performance)requested), (ivxi) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viixii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal firm of counsel chosen for the Holders to be selected by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration(“Holders’ Counsel”); provided, however, that (xthe Company shall reimburse the Holders for the reasonable and documented fees and disbursements of each additional counsel retained by any Holder for the purpose of rendering any opinion required by the Company or the managing Underwriter(s) any underwriting discounts, commissions or fees to be rendered on behalf of such Holder in connection with any Demand Registration. Notwithstanding the sale of the Registrable Securities will foregoing, each Holder shall be borne by the Holders pro rata on the basis of the number of Shares so registered and soldresponsible for any underwriting fees, (y) transfer taxes with respect discounts or commissions attributable to the sale of Registrable Securities will be borne by pursuant to a Registration Statement. The obligation of the Holder Company to bear the expenses described in this Section 2.04 and to pay or reimburse the Holders for the expenses described in this Section 2.04 shall apply irrespective of such whether any sales of Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderultimately take place.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of the Company (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency feesfees with respect to the Registrable Securities, (vviii) all reasonable and documented out-of-pocket fees and disbursements disbursements, not to exceed $20,000 per Holder per Registration or Shelf Takedown Request, of counsel for the Selling Investors’ CounselIntel Investor, the TPG Investor, the TB Investor and GIC, including all reasonable fees for an opinion from counsel to each such participating Holder and any required local counsel opinions, provided that the aggregate amount payable by the Company over the term of this Agreement pursuant to this clause (viii) shall not exceed $1,000,000, (viix) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (x) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) all expenses of the Company related to the “road-show” for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will Securities, which shall be borne paid by the Holder participating Holders in proportion to the number of such Registrable Securities offered and (z) the fees and expenses sold by or on behalf of any other counsel, accountants or other persons retained or employed by any Holder will be borne by each such Holder.

Registration Expenses. All In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates for prospectuses reasonably requested by any Holder, (d) all of the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesCompany’s internal expenses (including, without limitation, all fees salaries and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of its officers and employees performing legal or accounting duties, the expense of any special liability insurance and the expense of any annual audit and “cold comfort” letters required by or incident to such performance)quarterly review), (ive) all fees and expenses incurred in connection with listing the listing of the Shares Registrable Securities for trading on any a national securities exchange and all rating agency feesexchange, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vif) all fees and documented out-of-pocket disbursements expenses in connection with the preparation of underwriters customarily paid by the issuer Registration Statement and related documents covering the Registrable Securities, (g) all fees and expenses, if any, incurred with respect to any filing with FINRA, (h) the cost of providing any CUSIP or sellers of securitiesother identification numbers for the Registrable Securities, including liability insurance if the Company so desires or if the underwriters so require (i) all fees and expenses of any special experts retained by the Company in connection with such registration, (j) any documented out-of-pocket expenses of the requested registration underwriter(s) incurred with the approval of the Company, (excluding underwriting discounts k) all fees and commissions and transfer taxes, if any, and fees expenses and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if for the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) and fees and expenses of other Persons for independent certified public accountants retained by the CompanyCompany (including, and without limitation, the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested) (l) all reasonable and documented fees and expenses of one legal (1) counsel chosen by for the Holders per registration and (m) the expense of a majority any liability insurance. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by Holders relating to the issuers of securitiesregistrations effected pursuant to this Agreement, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel to the Holders. Each Holder shall be responsible for the payment of any brokerage and sales commissions, underwriting discounts and commissions, additional fees and disbursements of such Investor’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or other persons retained or employed by any Holder will be borne disposition of the Registrable Securities by such HolderHolder pursuant to this Agreement. The obligation of the Company to bear the expenses described in this Section 4.3 shall apply irrespective of whether any sales of Registrable Securities ultimately take place.

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by WIND (including, including without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, fees and expenses associated (A) with respect to filings required to be made with any stock exchange, the Commission Financial Industry Regulatory Authority and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)Commission, (iiB) all fees and expenses of compliance with state securities or blue sky laws (including Blue Sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares Registrable Securities pursuant to Section 5(h) and determination (C) of their eligibility for investment under the laws of such jurisdictions as the managing underwriters listing and registration with a national securities exchange or the Demand Holders may designatenational market interdealer quotation system), (iiiii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses if the printing of Prospectuses is requested by the managing underwriters, all if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of WIND, (iv) fees and disbursements of counsel for the Company WIND, (v) expenses of WIND incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 5(o)(iii) hereof (including including, without limitation, the expenses of any special audit and “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by WIND, (vii) rating agency fees and (viii) reasonable fees and disbursements of one counsel reasonably acceptable to WIND for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holders of a majority of the Registrable Securities included in such Registration Statement) shall be borne by WIND whether or incident to such performance)not any Registration Statement is filed or becomes effective. In addition, WIND shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange on which similar securities issued by WIND are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by WIND. WIND shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder will holder of Registrable Securities or by any underwriter (except as set forth in clauses 6(i)(B) and (viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by WIND) or (iii) any other expenses of the holders of Registrable Securities not specifically required to be borne paid by such HolderWIND pursuant to the first paragraph of this Section 6.

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this Agreement, including without limitation all (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any “"qualified independent underwriter” " and its counsel as may be required by the rules and regulations of FINRAthe NASD), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with blue sky qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Demand Holders Registrable Securities being sold may reasonably designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), all (iv) fees and disbursements of counsel for the Company and customary out of all independent certified public accountants pocket expenses and fees paid by issuers to the extent provided for in an underwriting agreement (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industries professionals relating to the distribution of the Registrable Securities, transfer taxes or legal expenses of any Person other than the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performanceselling holders)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements the cost of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including securities acts liability insurance if the Company so desires or if the underwriters so require and (vi) fees and expenses of other Persons retained by the Company (all such expenses being herein called "Registration Expenses") will be borne by the Company regardless of whether the Registration Statement becomes effective. Each holder of Registrable Securities will pay any special experts retained in connection with the requested registration (excluding fees or disbursements of counsel to such holder and all underwriting discounts and commissions and transfer taxes, if any, and fees other fees, costs and disbursements expenses of counsel to underwriters such holder (other than Registration Expenses) relating to the sale or disposition of such holder's Registrable Securities. The Company, in any event, will pay the Company's own internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and disbursements expenses incurred in connection with any registration or qualification the listing of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or to be registered on each securities exchange on which similar insurance if securities issued by the Company or the underwriters so require in accordance with then-customary underwriting practiceare then listed, (viii) rating agency fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by any Holder will be borne by such Holderthe Company.

Registration Expenses. (a) All reasonable and documented expenses incident to the Company’s Issuers’ and the Guarantors’ performance of or compliance with this AgreementAgreement will be borne by the Issuers and the Guarantors, including jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by the Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its one counsel as to such person that may be required by the rules and regulations of the FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Issuers, the Guarantors and, subject to Section 7(b) hereof, all reasonable fees and disbursements of one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company Issuers and its Subsidiaries the Guarantors (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) ; provided that all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Initial Securities pursuant to a Shelf Registration Statement shall be the responsibility of each Holder. Each of the Issuers and fees and disbursements of counsel to underwriters the Guarantors will, in any event, bear its internal expenses (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state))including, (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practicewithout limitation, (viii) fees all salaries and expenses of other Persons retained by its officers and employees performing legal or accounting duties), the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, any annual audit and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants including special experts, retained by the Issuers or other persons retained or employed by any Holder will be borne by such Holderthe Guarantors.

Registration Expenses. All expenses incident In connection with registrations pursuant to the Company’s performance of or compliance with this Agreement, Talen shall pay all of the costs and expenses incurred in connection with the registrations thereunder (the “Registration Expenses”), including without limitation all (i) all registration and filing fees, and any other fees and expenses associated expenses, including those related to filings with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required prospectuses reasonably requested by or incident to such performance))RJS, (iv) Talen’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any liability insurance and the expense of any annual audit or quarterly review), (v) fees and expenses incurred in connection with listing the listing Registrable Securities for trading on a national securities exchange, (vi) fees and expenses of Talen in connection with the preparation of the Shares on any securities exchange registration statement and all rating agency feesrelated documents covering the Registrable Securities, (vvii) all reasonable fees and expenses, if any, incurred with respect to any filing with FINRA, (viii) any documented out-of-pocket expenses (not including underwriting fees, discounts, commissions or stock transfer fees) of the underwriter(s) incurred with the approval of Talen, (ix) the cost of providing any CUSIP or other identification numbers for the Registrable Securities, (x) fees and expenses and disbursements of the Selling Investors’ Counsel, (vi) all counsel for Talen and fees and documented out-of-pocket disbursements expenses for independent certified public accountants retained by Talen (including the expenses of underwriters customarily paid any comfort letters or costs associated with the delivery by the issuer independent certified public accountants of a comfort letter or sellers of securitiescomfort letters requested), including liability insurance if the Company so desires or if the underwriters so require and (xi) fees and expenses of any special experts retained by Talen in connection with the requested such registration (excluding not including underwriting discounts and commissions and transfer taxesfees, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or stock transfer fees). Notwithstanding the foregoing, RJS shall be responsible for any underwriting fees, discounts, commissions and stock transfer fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of its Registrable Securities will be borne by the Holder of such Registrable Securities pursuant to a Registration Statement and (z) the fees and any other out-of-pocket expenses of any other counsel, accountants or other persons retained or employed RJS not required to be paid by any Holder will be borne by such HolderTalen pursuant to this Section 4(e).

Registration Expenses. All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement including, including without limitation (i) limitation, all registration and filing fees, reasonable fees and any other expenses of one legal counsel for all Holders of Registrable Shares to be included in the registration statement (up to a maximum of $15,000 in the aggregate if such registration is on a Short-Form Registration), all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any “"qualified independent underwriter” " as such term is defined in Schedule E of the By-Laws of the NASD, and of its counsel counsel), as may be required by the rules and regulations of FINRA)the NASD, (ii) all fees and expenses of compliance with state securities or "blue sky sky" laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with "blue sky sky" qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Shares), (iii) all word processing, duplicating and printing and related messenger and delivery expenses (including expenses of printing certificates for the Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by a Holder of Registrable Shares) (provided, all however, that the manner and form of printing the registration statement and prospectuses shall be at the sole discretion of the Company), messenger and delivery expenses, fees and disbursements expenses of counsel for the Company and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “or "cold comfort” " letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including acts liability insurance (if the Company so desires or if elects to obtain such insurance), the underwriters so require fees and expenses of any special experts retained by the Company in connection with such registration, the requested registration fees and expenses of underwriters customarily paid by issuers or sellers of securities (including fees paid to a qualified independent underwriter but excluding underwriting discounts and commissions and transfer taxes, if anycommissions), and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons persons retained by the Company, and the reasonable and documented fees and Company (all such expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback being herein called "Registration or Shelf Registration, as applicable, and (ixExpenses") for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and Company whether or not all or any portion of the Registrable Securities originally requested to be included registration statement becomes effective; provided that in such registration are ultimately included in such registration; provided, however, that (x) no event shall Registration Expenses include any underwriting discounts, commissions commissions, or fees in connection with the sale any out of pocket expenses of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (yor agents who manage their accounts) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthan as expressly provided above.

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Remaining Excess Shares or the Registrable Securities on any securities exchange or quotation of the Remaining Excess Shares or the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Remaining Excess Shares or the Registrable Securities, (viii) all reasonable fees and disbursements of legal counsel for each Sponsor participating in such Registration, (ix) all fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen accountants selected by the Holders of a majority of the Registrable Securities included in such Demand Registrationbeing registered, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discountsreasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, commissions (xi) all fees and expenses of any special experts or fees other Persons retained by the Company in connection with the sale any Registration, (xii) all of the Registrable Securities will Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be borne required to pay any fees and disbursements to underwriters not customarily paid by the Holders pro rata on the basis of the number of Shares so registered issuers, including underwriting discounts and soldcommissions and transfer taxes, (y) transfer taxes with respect if any, attributable to the sale of Registrable Securities will be borne or any broker’s fees or other commissions of persons retained by the a Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.