Common use of Registration Fees Clause in Contracts

Registration Fees. All fees and expenses incident to the performance of or compliance with this Note by the Issuer shall be borne by the Issuer whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any securities exchange or market on which Registrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Holders in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) fees and expenses of all other Persons retained by the Issuer in connection with the consummation of the transactions contemplated by this Note, including, without limitation, the Issuer's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Note (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 Registrable Securities on any securities exchange if required hereunder. The Issuer shall not be responsible for any discounts, commissions, transfer taxes or other similar fees incurred by the Holders in connection with the sale of the Registrable Securities.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Note Shareholders' Agreement by the Issuer Company shall be borne by the Issuer whether or not the Registration Statement is filed or becomes effective and Company whether or not any Registrable Securities are sold pursuant to the a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, , (i) all registration registration, listing and filing fees (includingfees, without limitation, and all other fees and expenses (A) payable in connection with respect to filings required to be made with the listing of securities on any securities exchange or market on which Registrable Securities are required hereunder to be listed, if any automated interdealer quotation system, (Bii) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in expenses of compliance with state any securities or Blue Sky "blue sky" laws (including, without limitation, including reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky "blue sky" qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designatesecurities registered)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), , (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) fees and expenses of all other Persons retained by the Issuer in connection with the consummation preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the transactions contemplated by this Note, including, without limitation, the Issuer's independent public accountants Company (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Note (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), , (vi) reasonable fees and expenses of counsel for the expense Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any annual auditcomfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses of any "qualified independent underwriter," including the fees and expenses incurred of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) costs of printing and producing any agreements among underwriters, underwriting agreements, any "blue sky" or legal investment memoranda and any selling agreements and other documents in connection with the listing of the Registrable Securities on any securities exchange if required hereunder. The Issuer shall not be responsible for any discountsoffering, commissions, transfer taxes sale or other similar fees incurred by the Holders in connection with the sale delivery of the Registrable Securities, (xi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Note Shareholders’ Agreement by the Issuer Company shall be borne by the Issuer whether or not the Registration Statement is filed or becomes effective and Company whether or not any Registrable Securities are sold pursuant to the a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, , (i) all registration registration, listing and filing fees (includingfees, without limitation, and all other fees and expenses (A) payable in connection with respect to filings required to be made with the listing of securities on any securities exchange or market on which Registrable Securities are required hereunder to be listed, if any automated interdealer quotation system, (Bii) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in expenses of compliance with state any securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky “blue sky” qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designatesecurities registered)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), , (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) fees and expenses of all other Persons retained by the Issuer in connection with the consummation preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the transactions contemplated by this Note, including, without limitation, the Issuer's independent public accountants Company (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Note (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), , (vi) reasonable fees and expenses of counsel for the expense Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any annual auditcomfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the National Association of Securities Dealers, Inc. of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses incurred of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the listing of the Registrable Securities on any securities exchange if required hereunder. The Issuer shall not be responsible for any discountsoffering, commissions, transfer taxes sale or other similar fees incurred by the Holders in connection with the sale delivery of the Registrable Securities, (xi) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and Subject to the $75,000.00 limit provided in Section 2(a) hereof, all reasonable expenses incident to the Company's performance of or compliance with this Note by the Issuer shall be borne by the Issuer whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeAgreement, including without limitation, (i) : all registration and filing fees; all fees (including, without limitation, associated with a required listing of the Registrable Securities on any securities exchange; fees and expenses (A) with respect to filings required to be made with any securities exchange or market on which Registrable Securities are required hereunder to be listed, if any (B) with respect to filing the NASD; fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in expenses of compliance with state securities or Blue Sky blue sky laws (including, without limitation, including fees and disbursements of counsel for the Holders underwriters or holders of Registrable Securities in connection with Blue Sky blue sky qualifications of the Registrable Securities and determination of the their eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters or holders of a majority of the Registrable Securities included in the Registration Statementbeing sold may designate); printing expenses, (iii) messenger, telephone and delivery expenses, ; fees and disbursements of counsel for the Company (ivwhich shall be solely selected by the Company) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) customary fees and expenses of all other Persons for independent certified public accountants retained by the Issuer in connection with the consummation of the transactions contemplated by this Note, including, without limitation, the Issuer's independent public accountants 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 lettersletters requested pursuant to Section 5(l) hereof). In addition; securities acts liability insurance, if the Issuer shall be responsible for Company so desires; all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Note Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), ; the expense of any annual audit, ; and the fees and expenses incurred in connection with of any Person, including special experts, retained by the listing Company (all such expenses being herein called "Registration Expenses") will be borne by the Stockholder regardless of whether the Registrable Securities on Registration Statement becomes effective. Under no circumstances shall the Company have any securities exchange if required hereunder. The Issuer shall not be responsible for obligation to pay any underwriting fees, discounts, commissions, transfer taxes or other similar fees incurred by the Holders in connection with commissions attributable to the sale of Registrable Securities, or any legal fees and expenses of counsel to the holders of Registrable Securities.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Note Shareholders’ Agreement by the Issuer Company shall be borne by the Issuer whether or not the Registration Statement is filed or becomes effective and Company whether or not any Registrable Securities are sold pursuant to the a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, , (i) all registration registration, listing and filing fees (includingfees, without limitation, and all other fees and expenses (A) payable in connection with respect to filings required to be made with the listing of securities on any securities exchange or market on which Registrable Securities are required hereunder to be listed, if any automated interdealer quotation system, (Bii) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in expenses of compliance with state any securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky “blue sky” qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designatesecurities registered)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), , (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) fees and expenses of all other Persons retained by the Issuer in connection with the consummation preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the transactions contemplated by this Note, including, without limitation, the Issuer's independent public accountants Company (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Note (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), , (vi) reasonable fees and expenses of counsel for the expense Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any annual auditcomfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses incurred of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the listing of the Registrable Securities on any securities exchange if required hereunder. The Issuer shall not be responsible for any discountsoffering, commissions, transfer taxes sale or other similar fees incurred by the Holders in connection with the sale delivery of the Registrable Securities, (xi) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Note Shareholders’ Agreement by the Issuer Company shall be borne by the Issuer whether or not the Registration Statement is filed or becomes effective and Company whether or not any Registrable Securities are sold pursuant to the a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, , (i) all registration registration, listing and filing fees (includingfees, without limitation, and all other fees and expenses (A) payable in connection with respect to filings required to be made with the listing of securities on any securities exchange or market on which Registrable Securities are required hereunder to be listedautomated interdealer quotation system, if any Execution Version (Bii) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in expenses of compliance with state any securities or Blue Sky “blue sky” laws (including, without limitation, including reasonable fees and disbursements of counsel for the Holders in connection with Blue Sky “blue sky” qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designatesecurities registered)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), , (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) fees and expenses of all other Persons retained by the Issuer in connection with the consummation preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the transactions contemplated by this Note, including, without limitation, the Issuer's independent public accountants Company (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Note (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), , (vi) reasonable fees and expenses of counsel for the expense Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any annual auditcomfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses incurred of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the listing of the Registrable Securities on any securities exchange if required hereunder. The Issuer shall not be responsible for any discountsoffering, commissions, transfer taxes sale or other similar fees incurred by the Holders in connection with the sale delivery of the Registrable Securities, (xi) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.