Common use of Expenses of Registration Clause in Contracts

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications registrations pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, 2.3 hereof shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 1.22.1; and provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of of, or their learning of, such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1 or 2.3, as the case may be. All Selling Expenses shall be borne pro rata by the selling Holders based on the number of Registrable Securities requested to be so registered.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 4, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, ; and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldInvestors (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, provided however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 6.1 if the registration request is subsequently withdrawn at the request of the Holders Investors of a majority of the Registrable Securities Conversion Shares to be registered (in which case all participating Holders selling Investors shall bear such expensesexpenses pro rata based upon the number of Conversion Shares that were to be included in the withdrawn registration), unless the Holders Investors of a majority of the Registrable Securities Conversion Shares agree to forfeit their right to one demand registration pursuant to Section 1.26.1 (a) or Section 6.1(b), as the case may be; provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) Investors shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders Investors at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders Investors shall not be required to pay any of such expenses and shall not forfeit their rights right to one registration pursuant to Section 1.26.1(a) or Section 6.1(b). All Selling Expenses relating to Conversion Shares registered pursuant to this Section 5 shall be borne and paid by the Investors pro rata on the basis of the number of Conversion Shares registered on their behalf.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not is different from that known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrationsany registration, filings filing or qualifications qualification of Registrable Securities with respect to the registrations pursuant to Sections Section 1.2, 1.3 Section 1.10 and 1.4 Section 1.13 for each Holder (which rights may be assigned as provided in Section 1.11), including (without limitation) all registration, filing filing, and qualification fees, printers’ printers and accounting feesfees relating or apportionable thereto, and the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with in an amount not to exceed $20,000, but excluding underwriting discounts and commissions relating to Registrable Securities. Notwithstanding the approval of the Companyforegoing, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 1.10 or 1.4 Section 1.13 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based on the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided furtherprovided, however, however that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.10 or Section 1.13 and shall not be deemed to have requested a registration.

Expenses of Registration. All expenses (other than underwriting discounts discounts, fees and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22, 1.3 3 and 1.4 4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with (the approval of the Company, which approval shall not be unreasonably withheld, “Registration Expenses”) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2 if the registration request is subsequently withdrawn at the request of the Holders of a the majority of the Registrable Securities to be so registered (in which case all participating Holders the Holder shall bear such expenses), unless the such Holders of a majority of the Registrable Securities agree to forfeit their right to one the demand registration pursuant to Section 1.22; provided further, however, however that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their the request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changechange or in the event that the Holders have withdrawn their registration request in accordance with the second paragraph of Section 5.8, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22. All underwriting discounts, fees and commissions applicable to the sale of Registrable Securities and pursuant to this Agreement shall be borne by the holders of such Registrable Securities, pro rata on the basis of the number of shares sold in the respective offering.

Expenses of Registration. All expenses incurred in connection with a registration hereunder (other than underwriting discounts and commissions incurred in connection with registrationsand the fees and disbursements of legal counsel and advisors for the Holders), filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees (including any Blue Sky fees), printers’ ' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, howeverprovided however that the Company will pay up to a total of $15,000 in legal fees for a single legal counsel for the Holders in connection with the mandatory registration provided by Section 1.1 hereof. Notwithstanding the foregoing, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, however that if at the time of such withdrawal, the Holders (i) have learned of withdrawal is based on a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) such Holders have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.4.

Expenses of Registration. All expenses other than underwriting discounts discounts, stock transfer taxes and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (2.3 of this Agreement, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed [***]) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority [***] of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be included in the withdrawn registration); provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1 of this Agreement.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, ; and the reasonable fees and disbursements disbursements, not to exceed $40,000, of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating selling Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1(a); provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights right to one registration pursuant to Section 1.22.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.21.2 and 1.3, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements not to exceed $25,000 of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of at least a majority of the Registrable Securities then held by the Investors agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Sections 1.21.5, 1.3 1.6 and 1.4 including 1.7 (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements exclusive of counsel for the Company, and Selling Expenses but inclusive of the reasonable fees and disbursements expenses of one special counsel for to the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Holders) shall be borne by the Company; provided. Notwithstanding anything to the contrary herein, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to under Section 1.2 or 1.4 1.5 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)have been registered, unless the such Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 1.2; provided further1.5 (in which event such right shall be forfeited by all Holders). In the absence of such an agreement to forfeit, the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata on the basis of the Registrable Securities to have been registered. Notwithstanding the foregoing, however, that if at the time of such the withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by request, of which the Company had knowledge at the time of such material adverse changethe request, then the Holders shall not be required to pay any of such said expenses and shall not forfeit retain their rights pursuant to Section 1.21.5.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications registrations pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, 2.3 hereof shall be borne by the Company; provided, however, provided that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders holders of a majority of the Registrable Subject Securities to be registered (in which case all participating Holders and Common Holders shall bear such expensesexpenses pro rata among each other based on the number of Subject Securities requested to be so registered), unless the Holders holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1 (provided that such option shall not be available if the Company already has effected two demand registrations pursuant to Section 2.1); provided and provided, further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of of, or their learning of, such material adverse change, then the Holders and Common Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1 or 2.3, as the case may be. All Selling Expenses shall be borne pro rata by the selling Holders and Common Holders based on the number of Subject Securities requested to be so registered.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Sections 1.21.5, 1.3 1.6 and 1.4 including 1.7 (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements exclusive of counsel for the Company, and Selling Expenses but inclusive of the reasonable fees and disbursements expenses of one special counsel for to the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Holders) shall be borne by the Company; provided. Notwithstanding anything to the contrary herein, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to under Section 1.2 or 1.4 1.5 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)have been registered, unless the such Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 1.2; provided further1.5 (in which event such right shall be forfeited by all Holders). In the absence of such an agreement to forfeit, the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata on the basis of the Registrable Securities to have been registered. Notwithstanding the foregoing, however, that if at the time of such the withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by request, of which the Company had knowledge at the time of such material adverse changethe request, then the Holders shall not be required to pay any of such said expenses and shall not forfeit retain their rights pursuant to Section 1.21.5.

Expenses of Registration. All expenses (other than underwriting discounts and commissions and fees and disbursements of a special counsel of a selling stockholder) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22 and 3, 1.3 and 1.4 including (without limitation) all registration, federal and state filing and qualification fees and expenses, printer's fees, printers’ accounting fees and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 3 if the such registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.23; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights right to one demand registration pursuant to Section 1.23.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of holding a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 , the Holders of holding a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (2.3 of this Agreement, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $40,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless, unless in the case of a registration requested under Section 2.1 of this Agreement, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1 of this Agreement; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.1 and 2.3 of this Agreement.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements (not to exceed $50,000) of one counsel for the selling Holders (selected by them with the approval Holders of a majority of the Company, which approval shall not Registrable Securities to be unreasonably withheld, registered) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of (i) more than three (3) registrations pursuant to Section 1.3 and (ii) any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 or 1.4, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 or 1.4 (as applicable) and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (2.3 of this Agreement, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one (1) counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $30,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless, unless in the case of a registration requested under Section 2.1 of this Agreement, the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.22.1 of this Agreement; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.1 of this Agreement.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements not to exceed $35,000 of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 or Section 1.4, the Holders of at least a majority of the Registrable Securities then held by the Investors agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 or Section 1.4 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions and fees and disbursements of counsel to the selling Holders incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees excluding stock transfer taxes, underwriting discounts and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldunderwriting commissions, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless such withdrawal is based on the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned having reliable information of a material adverse change in the financial condition, business, business or prospects of the Company that which information was not known to or discoverable by the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure confirmation by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications three (3) Registrations pursuant to Sections 1.2Section 3.1(a), 1.3 all Registrations pursuant to Section 3.1(c) (Form S-3) and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Registrations pursuant to Section 3.2 shall be borne by the Company; provided, howeverregardless of whether the Holders have sold any securities in such offering. All Registration Expenses incurred in connection with any other registration, that qualification or compliance shall be apportioned among the Holders and other holders of the securities so registered on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 1.2 or 1.4 3.1 if the registration Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered Registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to demand one demand registration of their Registrations pursuant to Section 1.23.1; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was Material Adverse Event not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeMaterial Adverse Event, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.23.1. All Selling Expenses shall be borne by the respective holders of the securities Registered pro rata on the basis of the number of shares registered on their behalf.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrationseach registration, filings filing or qualifications qualification pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $30,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred Registration Expenses in connection with registrations, filings (i) each registration or qualifications attempted registration pursuant to Section 6.2, (ii) the first five registrations effected pursuant to Section 6.1 or 6.3 and (iii) any attempted registration (or partial registration deemed not to have been effected pursuant to Section 6.1 or 6.3 by operation of Sections 1.26.1(c) or (e)) occurring prior to the fifth registration effected pursuant to Section 6.1 or 6.3 of this Agreement, 1.3 excluding underwriters' discounts and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldcommissions, shall be borne paid by the Company; provided, however, that the Company shall not be required to pay for any expenses Registration Expenses of any registration proceeding begun pursuant to Section 1.2 6.1 or 1.4 6.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.26.1; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company that was not actually known to by the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changefor registration, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain in full their rights pursuant to Section 1.2Sections 6.1 and 6.3. The foregoing provisions with respect to expenses shall in no way limit the rights of the Holders to request registration pursuant to Sections 6.1 and 6.3 or the number of registrations which may be requested thereunder.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections CLAUSES 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees (including Blue Sky fees), printers’ ' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section CLAUSE 1.2 or CLAUSE 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under CLAUSE 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section CLAUSE 1.2; provided further, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2CLAUSE 1.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications registrations pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, 2.3 hereof shall be borne by the Company; provided, however, provided that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 1.22.1; provided and provided, further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of of, or their learning of, such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1 or 2.3, as the case may be. All Selling Expenses shall be borne pro rata by the selling Holders based on the number of Registrable Securities requested to be so registered.

Expenses of Registration. All reasonable expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications a registration requested pursuant to Sections 1.2, 1.3 and 1.4 1.11, including (without limitation) , all registration, filing and qualification fees, printers’ printer's and accounting fees and the Company's legal fees, but excluding underwriter discounts and commissions relating to the Registrable Securities and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the CompanyHolders; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, further that if at the time of such withdrawal, the Holders (i) have learned of withdrawal is due to a material adverse change in the condition, business, or prospects business of the Company that was not known to the Holders were not previously aware of at the time of their request and (ii) have withdrawn the Holders withdraw their request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their as provided above any rights to one demand registration pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $25,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, ; and the reasonable fees and disbursements disbursements, not to exceed fifteen thousand dollars ($15,000) per registration, of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)Initiating Holders; provided, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, howeverthat if, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their registration request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and the withdrawal shall not forfeit their rights be deemed to result in an “effected” registration for purposes of Section 2.1(c). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 1.22 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $25,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 or 1.4, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 or 1.4, and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.21.3, 1.3 1.4 and 1.4 1.5, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one special counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 1.3 or 1.4 Section 1.5 if the registration request is subsequently withdrawn at the request of the Holders of a majority two-thirds of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.3 or Section 1.5, the Holders of a majority two-thirds of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2; provided further1.3 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.3.

Expenses of Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1 and 2.2, 1.3 and 1.4 including (including, without limitation) , all registration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed US$25,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.1, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further2.1, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, ; and the reasonable fees and disbursements disbursements, not to exceed $50,000, of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating selling Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1(a); provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights right to one registration pursuant to Section 1.22.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 2.3, including (without limitation) (i) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and (ii) the reasonable fees and disbursements of one U.S. securities counsel and one local counsel for the selling Holders selected by them with the approval up to a maximum amount of the Company, which approval shall not be unreasonably withheld$50,000, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 Section 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.1, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; 2.1 and provided furtherthat, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.1 and 2.3.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of at least a majority of the Registrable Securities then outstanding agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (2.3 of this Agreement, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be included in the withdrawn registration); provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.1 and 2.3 of this Agreement.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 or Section 1.4, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and Section 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2this Schedule B, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, provided that the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 1.2 or 1.4 1 above if the registration Registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the Registrable Securities to be registered (in which case all participating selling Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of holding at least a majority of the Registrable Securities agree to forfeit their right to one demand registration Demand Registration. Each Holder participating in a Registration pursuant to Section 1.2; provided further, however, that if at this Schedule B shall bear such Holder’s proportionate share (based on the time total number of shares sold in such withdrawal, Registration other than for the Holders (i) have learned of a material adverse change in the condition, business, or prospects account of the Company that was not known Company) of all Selling Expenses or other amounts payable to the Holders at the time of their request and (iiunderwriter(s) have withdrawn the request or brokers, in connection with reasonable promptness following disclosure such offering by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2Holders.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $25,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (2.3 of this Agreement, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless, unless in the case of a registration requested under Section 2.1 of this Agreement, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1 of this Agreement and; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.1 and 2.3 of this Agreement.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications three Registrations pursuant to Section 7 and unlimited Registrations pursuant to Sections 1.2, 1.3 7.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld8, shall be borne by the Company; provided. All Registration Expenses incurred in connection with any other registration, howeverqualification, that or compliance, shall be apportioned among the Holders and other holders of the securities so registered on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 7 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.27; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in Material Adverse Event with respect to the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changerequest, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.27. All Selling Expenses shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered.

Expenses of Registration. All expenses incurred by the registration of Registrable Securities pursuant to Section 1.2, 1.3, or 1.4, (other than underwriting discounts and commissions incurred in connection with registrationsregistrations or stock transfers, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Companytaxes, and the reasonable fees and disbursements of one counsel for to the selling Holders selected by them with the approval of the Company, registering holders which approval shall not be unreasonably withheldin any event exceed $30,000), shall will be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not information known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications registrations pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, 2.3 hereof shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.2 or 1.4 Section 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)registered, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration within the 12-month period after the date of the initial request for registration pursuant to Section 1.22.2 or Section 2.3, as applicable; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of the Registration Expenses or forfeit any registration rights. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such expenses and shall not forfeit their rights pursuant to Section 1.2registration pro rata among each other on the basis of the number of Registrable Securities so registered.

Expenses of Registration. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrationsany registration, filings filing or qualifications qualification of Registrable Securities with respect to the registrations pursuant to Sections 1.2this Section I for each Holder (which right may be assigned as provided in Section 1.10), 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, printers’ printers and accounting fees, fees relating or apportionable thereto and the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of no more than one counsel for all the selling Holders selected by them with the approval of the CompanyHolders, which approval shall not be unreasonably withheld, shall be borne by the Companybut excluding underwriting discounts and commissions relating to Registrable Securities; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Holders of the Registrable Securities electing to be registered (in which case all participating Holders shall bear such expenses), unless (i) the registration is withdrawn following any deferral of the registration by the Company pursuant to Section 1.2(c) or 1.4(b); (ii) the registration is withdrawn due to a material adverse change in the Company's business or financial condition; or (iii) in the case of a demand registration pursuant to Section 1.2, the Holders of a majority of the Registrable Securities proposed to be registered by such Holders requesting withdrawal agree to that the Holders shall forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldHolders, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority eighty percent (80%) of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the Holders case of a majority of registration requested under Section 1.2, the Registrable Securities Initiating Holders agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 1.2; provided furtherSections 1.2 or 1.4, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4.

Expenses of Registration. (a) All expenses (other than underwriting discounts and commissions relating to Registrable Securities of a Holder) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.21.2 and 1.3, 1.3 and 1.4 including (including, without limitation) , all registration, filing and qualification fees (including "blue sky" fees), printers’ ' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable Company (including fees and disbursements of one counsel for the selling Holders selected by them with the approval selling Holders holding a majority of the Company, which approval shall not Registrable Securities to be unreasonably withheld, shall registered) will be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall will not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered in accordance with Section 1.2(e) (in which case all participating Initiating Holder or Holders shall and Participating Holders will bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration), unless the all Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2; provided , and provided, further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known withdrawal is made pursuant to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeSection 1.2(d), then the Holders shall will not be required to pay any of such expenses and shall not forfeit will retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections Section 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders Investors selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 1.2, 1.3 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, howeverPROVIDED FURTHER, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changechange or pursuant to the recommendation of the managing underwriter, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2, 1.3 or 1.4, as the case may be.

Expenses of Registration. (a) All expenses (other than underwriting discounts discounts, selling commissions, and commissions stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2Section 2.1, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements expenses, not to exceed an aggregate of $50,000, of one (1) special counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Preferred Holders of holding a majority of the Registrable Securities to be registered (in which case all participating Preferred Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be included in the closed or withdrawn registration); provided further, however, that if at the time of such withdrawal, the Preferred Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Preferred Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company or any third party of such material adverse change, then the Preferred Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.2, 1.3 2.3 and 1.4 2.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.2 or 1.4 Section 2.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further2.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.2 and 2.4.

Expenses of Registration. All expenses other than underwriting discounts discounts, commissions and commissions stock transfer taxes incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ printer’s and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one special counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be requested in the withdrawn registration); provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities requested to be included in such registration agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 2.3 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one U.S. counsel for the all selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 Sections 2.2 or 1.4 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority more than fifty percent (50%) of the Registrable Securities to be registered or included in an offering pursuant to a Shelf Request (in which case all participating Holders who participated in marking such requests to withdraw shall bear such expenses)expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless, unless in the case of Section 2.2, such Holders agree that such registration constitutes the use by the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to under Section 1.22.2.4; provided further, however, that if at the time of any such withdrawal, the Holders (i) have learned of withdrawal is based upon information showing a material adverse change in the condition, business, or prospects of the Company that and was not known or available to the such Holders at the time of their request for such registration, and (ii) such Holders have withdrawn the their request for registration with reasonable promptness following disclosure by the Company after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not forfeit their rights pursuant to constitute the use of a demand registration under Section 1.22.2.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one two (2) demand registration registrations pursuant to Section 1.21.2 or Section 1.4, as applicable and; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fee, securities exchange and FINRA related fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements disbursements, not to exceed $50,000 per registration or underwritten offering, of one counsel plus any regulatory counsel, as appropriate, for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating selling Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be included in the withdrawn registration) as the case may be; provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and expenses. Each Holder shall not forfeit their rights bear all Selling Expenses relating to such Holder’s Registrable Securities that are registered pursuant to this Section 1.22.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2‎1.2, 1.3 and 1.4 ‎1.3and ‎1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if ‎1.2or Section ‎1.4if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to Securitiesto be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided furtherprovided, however, that if (i) at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, (ii) the withdrawal was made at the request of the managing underwriter, or (iii) the Initiating Holders requested the Company to make the withdrawal and have requested to waive their right for one demand registration under Section ‎1.2, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2‎1.2or ‎1.4(except for one request for registration if withdrawal was made pursuant to subsection (iii) above).

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, ; and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldHolders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating selling Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1(a) or Section 2.1(b), as the case may be; provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights right to one registration pursuant to Section 1.22.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes applicable to the securities registered by the Holders) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 1.2 and 1.4 (without any such forfeiture).

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, to exceed $35,000 shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were requested to be included in the withdrawn registration by each such Holder), unless unless, in the case of a registration requested under Section 1.2, the Holders of holding at least a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldthem, shall be borne paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration (i) proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority no less than 50% of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based on the number of Registrable Securities that were to be included in such registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 provided, howeverhowever that if, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their the request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after becoming aware of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant under Sections 1.2 and (ii) in the case of registration under Section 1.4 if the Company has already paid for such expenses of registration with respect to Section 1.2two (2) registrations on Form S-3.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.02, 1.3 2.03 and 1.4 2.04 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed US$30,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 Sections 2.02 or 1.4 2.04 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.02, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.02; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.02 and 2.04.

Expenses of Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities Requisite Investors agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the CompanyCorporation, and the reasonable fees (not to exceed $20,000) and disbursements of one counsel for the selling Holders selected by them with the approval of the CompanyCorporation, which approval shall not be unreasonably withheld, shall be borne by the CompanyCorporation; provided, however, that the Company Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company Corporation that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company Corporation of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.2 and 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, to exceed $35,000 shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)expenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration) unless, unless in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2; provided further, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4. All expenses incurred in connection with a registration requested pursuant to Section 1.4, including, without limitation, all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in such registration effected pursuant to Section 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2sections 2.1, 1.3 2.2, 2.3 and 1.4 2.4, including (without limitation) all registration, filing and qualification fees, printers’ printing fees and expenses, accounting feesfees and expenses, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldHolders, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 section 2.1 or 1.4 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based on the Holders number of a majority of the Registrable Securities agree that were requested to forfeit their right to one demand registration pursuant to Section 1.2be included in the withdrawn registration); provided furtherthat, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the conditioncondition (financial or otherwise), business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) shall have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2section 2.1 or 2.3. Anything herein to the contrary notwithstanding, all underwriting discounts, commissions and transfer taxes incurred in connection with a sale of Registrable Securities shall be borne and paid by the Holder thereof, and the Company shall have no responsibility therefor.

Expenses of Registration. All expenses Except as provided below, all expenses, other than underwriting discounts and commissions Selling Expenses, incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Sections 1.2this Agreement, 1.3 and 1.4 including (including, without limitation) , all registrationRegistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements expenses of one special counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. The Company shall not, however, that the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 1.2 or 1.4 this Agreement if the registration Registration request is subsequently withdrawn at the request of the Initiating Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration (1) Registration pursuant to Section 1.22.1 or Section 2.2, as the case may be; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights expenses. All Selling Expenses relating to Registrable Securities Registered pursuant to Section 1.2this Agreement shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities Registered on their behalf.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 including (2.3 of this Agreement, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one two counsel for the selling Holders selected by them with (in each case, not to exceed $50,000 individually or $100,000 in the approval of the Company, which approval shall not be unreasonably withheld, aggregate) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless, unless in the case of a registration requested under Section 2.1 of this Agreement, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1 of this Agreement; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2Sections 2.1 and 2.3 of this Agreement.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall in an amount not be unreasonably withheld, to exceed $50,000 per offering shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections sections 1.2, 1.3 1.3, 1.4 and 1.4 1.5, including (without limitation) all registration, filing and qualification fees, printers’ printing fees and expenses, accounting feesfees and expenses, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldHolders, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 section 1.4 or 1.4 1.5 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based on the Holders number of a majority of the Registrable Securities agree that were requested to forfeit their right to one demand registration pursuant to Section 1.2be included in the withdrawn registration); provided furtherthat, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the conditioncondition (financial or otherwise), business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) shall have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2section 1.3 or 1.5. Anything herein to the contrary notwithstanding, all underwriting discounts and commissions incurred in connection with a sale of Registrable Securities shall be borne and paid by the Holders thereof, and the Company shall have no responsibility therefor.

Expenses of Registration. All expenses expenses, other than underwriting discounts and commissions relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2this Agreement, 1.3 and 1.4 including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements (up to $25,000) of one counsel (selected by a majority of Holders participating in such a registration) for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any bear such expenses of in connection with any registration proceeding begun pursuant to Section 1.2 or 1.4 2 if the registration request offering is subsequently withdrawn at the request not consummated primarily as a result of the Holders any act or omission of a majority of the Registrable Securities to be registered any participating Holder (in which case all participating Holders shall bear such expensesexpenses pro rata), unless the Holders of with respect to a majority demand made pursuant to Section 2, a Majority in Interest of the Registrable Securities Initiating Holders agree to forfeit their right one (1) of the demand registration(s) to one demand registration which they are then entitled pursuant to Section 1.22; provided provided, further, however, that if (i) at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, financial condition or prospects business of the Company from that was not known to the Holders at the time of their request and request, or (ii) have withdrawn if such withdrawal is at the request with reasonable promptness following disclosure of, caused by, or the result of an unreasonable delay by the Company of such material adverse changeCompany, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22 of this Agreement.

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, ; shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered Investor (in which case all participating Holders the Investor shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree Investor agrees to forfeit their its right to one demand registration pursuant to Section 1.2Subsection 2.1(a); provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) Investor shall have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders Investor shall not be required to pay any of such expenses and shall not forfeit their rights its right to one registration pursuant to Subsections 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 1.22 shall be borne and paid by the Investor on the basis of the number of Registrable Securities registered on its behalf.

Expenses of Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided furtherPROVIDED, howeverHOWEVER, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses other than underwriting ------------------------- discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2Section 2.1, 1.3 Section 2.2 and 1.4 Section 2.3, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $35,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.1, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1; provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.1.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications any registration pursuant to Sections 1.2, 1.3 and 1.4 including 2.2(a) or 2.2(b) (without limitationbut excluding Selling Expenses) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Each Holder participating in a Registration pursuant to Sections 2.2(a) or 2.2(b) shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, howeverin connection with such offering by the Holders. Notwithstanding the foregoing, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.2(a) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)registered, unless the Holders of a majority of the Registrable Securities then outstanding agree to forfeit their right to that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 1.22.2(a) (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request for such registration and (ii) have withdrawn the their request for registration with reasonable promptness following disclosure by the Company after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not forfeit their rights constitute the use of a demand registration pursuant to Section 1.22.2(a).

Expenses of Registration. All expenses other than ------------------------ underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements disbursements, not to exceed an aggregate of one $10,000 per registration, of counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects business of the Company (other than a material adverse change attributable to general market or economic conditions, acts of war, natural disasters or other similar events beyond the Company's control) from that was not known to by the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. (a) All expenses (other than underwriting discounts and commissions relating to Registrable Securities of a Holder) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.21.2 and 1.3, 1.3 and 1.4 including (including, without limitation) , all registration, filing and qualification fees (including "blue sky" fees), printers’ ' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable Company (including fees and disbursements of one counsel for the selling Holders selected by them with the approval selling Holders holding a majority of the Company, which approval shall not Registrable Securities to be unreasonably withheld, shall registered) will be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall will not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered in accordance with Section 1.2(e) (in which case all participating Initiating Holder or Holders shall and Participating Holders will bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration), unless the all Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2; provided , and provided, further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known withdrawal is made pursuant to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeSection 1.2(d), then the Holders shall will not be required to pay any of such expenses and shall not forfeit will retain their rights pursuant to Section 1.2.. 12NEXT PAGE

Expenses of Registration. All expenses (other than underwriting discounts and commissions Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 1.2Section 2, 1.3 and 1.4 including (without limitation) all registration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company, ; and the reasonable fees and disbursements disbursements, not to exceed $50,000, of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating selling Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2Sections 2.1(a) or 2.1(b), as the case may be; provided furtherfurther that if, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2.be

Expenses of Registration. All reasonable expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.Sections 1.2 and 1.4. 1.8

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.21.2 or one right to a Form S-3 registration under Section 1.4, as the case may be; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.21.2 or Section 1.4, as the case may be.

Expenses of Registration. All expenses other than underwriting discounts and commissions Registration Expenses incurred in connection with registrations, filings or qualifications two Registrations pursuant to Sections 1.2Section 2.1, 1.3 three Registrations pursuant to Section 2.2 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldunlimited Registrations pursuant to Section 3, shall be borne by the Company; provided. All Registration Expenses incurred in connection with any other Registration, howeverqualification, that or compliance, shall be apportioned among the Holders and other holders of the securities so registered on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 1.2 or 1.4 2 if the registration Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders who vote to withdraw the request shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration Registration pursuant to Section 1.22; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was Material Adverse Event not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changerequest, then the Holders shall not be required to pay any of such expenses (and the Company shall not forfeit pay all such expenses) and the Holders shall retain their rights pursuant to Section 1.22. All Selling Expenses shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall as a group (not be unreasonably withheld, to exceed $50,000 for each registration made pursuant to Section 1.2 and not to exceed $10,000 for each registration made pursuant to Sections 1.3 and 1.4) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities held by the Investors agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the such Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions and stock transfer taxes incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 including (1.4, including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheld, to exceed $50,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 or Section 1.4, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 or Section 1.4 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2Sections1.2 and 1.3 above and Section 1.7 below, 1.3 and 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements (not to exceed Fifteen Thousand Dollars ($15,000) for each registration) of one (1) counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 above or 1.4 Section 1.7 below if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.21.2 above or one (1) registration on Form S-3 pursuant to Section 1.7 below, as applicable; provided and provided, further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the such Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 above or one (1) registration on Form S-3 pursuant to Section 1.7 below, as applicable.

Expenses of Registration. All expenses (other than underwriting discounts and commissions commissions, stock transfer taxes and fees of counsel to the selling shareholders) incurred in connection with registrations, filings or qualifications pursuant to Sections Section 1.2, Section 1.3 and 1.4 Section 1.10, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheldto exceed $25,000), shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 1.2(a) or 1.4 Section 1.10 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be registered in the withdrawn registration); provided provided, further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request or could have not been reasonably known given the prior communication or information provided by the Company to the Holders and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2expenses.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.2, 1.3 2.3 and 1.4 2.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.2 or 1.4 Section 2.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further2.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.22.2 and 2.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them (excluding the New Investor in connection with the approval registration of Registrable Securities in the Company, which approval shall Initial Offering) (not be unreasonably withheld, to exceed $25,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be included in the withdrawn registration); provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 and 1.4.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them retained in connection with the approval of the Company, which approval shall not be unreasonably withheld, any such registrations shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one Company as well as a single counsel for the selling Holders selected by them with the approval of the Company, which approval shall Investors (not be unreasonably withheld, to exceed $25,000) shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 and provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses (other than underwriting discounts and commissions and fees of one counsel to the selling shareholders exceeding $10,000) incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 1.3, 1.4 and 1.4 1.5, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses pro rata based upon the number of Registrable Securities that were to be requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further1.2 , provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their rights pursuant to Section 1.21.2 or Section 1.4.

Expenses of Registration. All expenses (other than underwriting discounts and commissions commissions, stock transfer taxes and fees of counsel to the selling shareholders) incurred in connection with registrations, filings or qualifications pursuant to Sections Section 1.2, Section 1.3 and 1.4 Section 1.10, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall (not be unreasonably withheldto exceed $35,000), shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 1.2(a) or 1.4 Section 1.10 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless expenses pro rata based upon the Holders number of a majority of the Registrable Securities agree that were to forfeit their right to one demand registration pursuant to Section 1.2be registered in the withdrawn registration); provided furtherprovided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request or could have not been reasonably known given the prior communication or information provided by the Company to the Holders and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2expenses.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.22.1, 1.3 2.2 and 1.4 2.3 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 or 1.4 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.1; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.22.1.

Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection ------------------------ with registrations, filings or qualifications the registration effected pursuant to Section 1.2 and all registrations effected pursuant to Sections 1.2, 1.3 and 1.4 1.10, including (without limitation) limitation all registration, filing filing, and qualification feesfees (including blue sky fees and expenses), printers’ and accounting printing expenses, escrow fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one special counsel for the selling Holders selected Holders, not to exceed $15,000 for any such registration, and expenses of any special audits incidental to or required by them with the approval of the Company, which approval shall not be unreasonably withheldsuch registration, shall be borne by the Company; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters' discounts or commissions relating to Registrable Securities. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to under Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)Holders, unless the Holders of a majority of the Registrable Securities agree to forfeit their the right of the Holders to one a demand registration pursuant to Section 1.2; provided further. In the absence of such an agreement to forfeit, the Holders requesting such registration shall bear all such expenses. Notwithstanding the preceding sentence, however, that if at the time of such the withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by request, of which the Company had knowledge at the time of such material adverse changethe request, then the Holders shall not be required to pay any of such said expenses and shall not forfeit retain their rights pursuant to Section 1.2.