Common use of Expenses of Registration Clause in Contracts

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 designated by the Holders selling Holder which holds the greatest number of a majority of the Registrable Securities to be registered included in such registration (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 3.1 or Section 3.2 herein shall be borne by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of a majority of the Registrable Securities to be so registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) XXXX Holders holding not less than 50% of the Registrable Securities registered on then outstanding held by all XXXX Holders, in the case of a registration requested pursuant to Section 3.1(a)(i), (y) FS Holders holding not less than 50% of the Registrable Securities then outstanding held by all FS Holders, in the case of a registration requested pursuant to Section 3.1(a)(ii), or (z) Note Investor Holders holding not less than 50% of the Registrable Securities then outstanding held by all Note Investor Holders, in the case of a registration requested pursuant to Section 3.1(iii), agree to forfeit their behalfright to one requested registration pursuant to Section 3.1, as applicable, in which event such right shall be forfeited by all XXXX Holders, in the case of clause (x), all FS Holders in the case of clause (y) and all Note Investor Holders in the case of clause (z). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 3.1 to a demand registration.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, registrations filings or qualifications of (i) up to two (2) registrations pursuant to Section 21.2, including (ii) all registrations pursuant to Section 1.3 and (ii) up to four (4) registrations pursuant to Section 1.4, including, without limitation, all registration, filing, 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid 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 Subsection 2.1 Sections 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 selling participating Holders shall bear such 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 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 1.2 and provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf1.4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Sections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Sections 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) 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 Selling Expenses) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the voting power of the Registrable Securities requested to be registered Registered by all Holder in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of at least a majority of the voting power 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 Subsection 2.1(aSection 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) or Subsection 2.1(bsuch demand registration); provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $30,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 (other than fees and dissbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section 2sections 2.1, 2.2, 2.3 and 2.4, including (without limitation) all registration, filing, filing and qualification fees; printers’ , printing fees and expenses, accounting fees; fees 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection 2.1 section 2.3 or 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 selling participating Holders shall bear such expenses pro rata based upon on the number of Registrable Securities that were requested to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that ifthat, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the conditioncondition (financial or otherwise), business, or prospects of the Company from that known to the Holders at the time of their request and shall have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) section 2.3 or Subsection 2.1(b)2.4. All Selling Expenses relating Anything herein to the contrary notwithstanding, all underwriting discounts, commissions and transfer taxes incurred in connection with a sale of Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on Holder thereof, and the basis of the number of Registrable Securities registered on their behalfCompany shall have no responsibility therefor.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, 2 including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements not to exceed $10,000 of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 Subsection 2.1 if the 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 selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration of their registrations pursuant to Subsection 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 counsel, not to exceed $40,000 per registration, for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the financial condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 Except as otherwise provided in this Agreement, all expenses incurred by the Company incidental to the Company’s performance of or compliance with this Agreement (other than Selling the “Registration Expenses”), including (a) incurred all Registration and filing fees (including (i) with respect to Company filings required to be made with the Commission, all applicable securities exchanges and/or FINRA and (ii) compliance with securities or blue sky laws including any fees and disbursements of counsel for the underwriter(s) in connection with registrationsblue sky qualifications of the Registrable Securities); (b) word processing, filings or qualifications pursuant to Section 2duplicating and printing expenses; (c) messenger, including all registration, filing, telephone and qualification feesdelivery expenses; printers’ and accounting fees; (d) fees and disbursements of counsel for the Company; and the reasonable (e) fees and disbursements of one counsel for the selling Holders selected Company’s independent certified public accountants (including, without limitation, the fees and disbursements in connection with any “comfort” letters pursuant to Section 2.4(j) of this Agreement), other special experts, retained by the Holders Company, shall be borne by the Company. The Company shall, in any event, pay the expenses of a majority any annual audit or quarterly review, the expenses of any liability insurance, the expenses and fees for listing the Registrable Securities to be registered (“Selling Holder Counsel”on the applicable securities exchange. All fees and disbursements of counsel to any Holder(s), the expenses of any liability insurance obtained by any Holder(s) and transfer taxes incurred in connection with the offering of any Registrable Securities shall be borne and paid by the Company; providedParticipating Holder(s). Any other provisions of this Agreement notwithstanding, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the a registration request is subsequently withdrawn at the request of the Holders Holder(s), then the Holder(s) responsible for such request shall pay all Registration Expenses incurred in connection with such registration unless the withdrawal of such request is the result of any act or omission by the Company that occurs after the date on which such request was made, and which, based on the reasonable determination of the managing underwriter(s), would have a majority material adverse effect on the offering of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 behalfSecurities.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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. (a) All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2Sections 2.1 and 2.2, including all registration, filing, filing and qualification fees (including “blue sky” fees; ), printers’ and accounting fees; , fees and disbursements of counsel for the Company shall be borne by the Company, including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; and if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders selected by Holders. Notwithstanding the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)foregoing, 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 Subsection Section 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 selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included registered in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their one right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company Company, taken as a whole, from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf2.1.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $25,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 22.2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 2.3 or 2.4 herein shall be borne by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“. All Selling Holder Counsel”)Expenses incurred in connection with any registrations hereunder, 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 Subsection 2.1 if the registration request is subsequently withdrawn at the request holders of the Holders of a majority of the Registrable Securities to be securities so registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Holders requesting such registration proceeding unless (a) the withdrawal is based upon a material adverse event related to the business, properties, condition or operations of the Company of which such Holders were not aware at the time of such request (without imputing the knowledge of any non-requesting Holder to any requesting Holders) or (b) the Holders of a majority of Registrable Securities registered on their behalfagree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 2.2 or 2.4, as applicable, to undertake any subsequent registration, in which event such right to one requested registration shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 2.2 or 2.4, as applicable, to undertake any subsequent registration.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $25,000 per registration, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Sections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) 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 Selling Expenses) incurred in connection with registrations, filings or qualifications all registrations effected pursuant to Section 2Sections 2.2, 2.3 and 2.9, including without limitation all registration, filing, filing and qualification fees (including state securities law fees and expenses), printing expenses, escrow fees; printers’ and accounting fees; , fees and disbursements of counsel for the Company; and Company (and, if it is reasonably determined that a separate special counsel for the participating Holders is necessary, the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”such counsel), and expenses of any special audits incidental to or required by such registration shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any registration pursuant to Section 2.9 after the Company has effected 2 registrations pursuant to Section 2.9, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of Registrable Securities to be registered. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 under Section 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority the Registrable Securities to have been registered, in which event the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata on the basis of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon have been registered. Notwithstanding the number of Registrable Securities that were to be included in the withdrawn registration)preceding sentence, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)however, as the case may be; provided further that if, if at the time of such the withdrawal, the Holders shall have learned of a material materially adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such said expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf2.2.

Expenses of Registration. All expenses (other than Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 3.1 or Section 3.2 herein shall be borne by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of a majority of the Registrable Securities to be so registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) XXXX Holders holding not less than 50% of the Registrable Securities registered on then outstanding held by all XXXX Holders, in the case of a registration requested pursuant to Section 3.1(a)(i), (y) FS Holders holding not less than 50% of the Registrable Securities then outstanding held by all FS Holders, in the case of a registration requested pursuant to Section 3.1(a)(ii), or (z) DLJ Holders holding not less than 50% of the Registrable Securities then outstanding held by all DLJ Holders, in the case of a registration requested pursuant to Section 3.1(iii), agree to forfeit their behalfright to one requested registration pursuant to Section 3.1, as applicable, in which event such right shall be forfeited by all XXXX Holders, in the case of clause (x), all FS Holders in the case of clause (y) and all DLJ Holders in the case of clause (z). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 3.1 to a demand registration.

Expenses of Registration. All The Company shall bear and pay all expenses (other than Selling Expenses) incurred in connection with registrationsany registration, filings filing, or qualifications pursuant qualification of Registrable Securities with respect to Section 2a Demand Registration for each Selling Holder, including all registration, filingexchange listing, accounting, filing and qualification NASD fees; printers’ , all fees and accounting fees; expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the reasonable fees and disbursements of counsel for the Company; , and of the Company's independent public accountants, including the expenses of "comfort letters" required by or incident to such performance and compliance and reasonable fees and disbursements of one firm of counsel for the selling Initial Holders (selected by the Selling Holders of a majority of the Registrable Securities to be registered (“who constitute Majority Selling Holder Counsel”Holders), 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 Subsection 2.1 Section 2 if the registration request is subsequently withdrawn at the request of the Selling Holders (if such request is not made as a result of a majority any action or inaction of the Registrable Securities to be registered Company) (in which case all selling Selling Holders and any other Holders of Registrable Securities to be included in the registration shall bear such expenses pro rata based upon the according to their number of shares requested to be registered), unless all Holders of Registrable Securities then outstanding agree that were to be included in the such withdrawn registration), unless the Holders of a majority registration shall constitute one of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(aDemand Registrations under Section 2(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the hereof. Holders shall have learned be responsible for any underwriting discounts and commissions and taxes of a material adverse change in the conditionany kind (including without limitation, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(atransfer taxes) or Subsection 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 any disposition, sale or transfer of Registrable Securities registered on their behalfSecurities.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $100,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) 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 Selling Expenses) Registration Expenses incurred in connection with registrations, filings or qualifications registrations pursuant to Section 2Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company, including 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 participating Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Companyregistered; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 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 or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b)Sections 2.1 and 2.3. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, 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 Subsection Section 2.1 or 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.3, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.3. 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 then outstanding and held by the Holders agree to forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; and provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be. 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 special counsel for the selling Holders selected by the Holders holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section 21, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , and the fees and disbursements of counsel for the Company; , and the reasonable fees and disbursements disbursements, not to exceed $35,000, of one special counsel for the selling Holders selected by all of the Holders of a majority of the who elect to include their Registrable Securities to be registered (“Selling Holder Counsel”)in any such registrations, filings or qualifications shall be borne and paid 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 Subsection 2.1 Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such 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 registration pursuant to Subsection 2.1(aSection 1.2(a) or Subsection 2.1(bSection 1.2(b), as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(aSection 1.2(a) or Subsection 2.1(bSection 1.2(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 1 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 Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to this Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)) selected by them with the approval of the Company, which approval shall not be unreasonably withheld and which fees and disbursements shall not exceed $30,000 in the aggregate, 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 Subsection Section 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 selling Holders shall bear such 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 demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may beSection 2.1; provided further further, however, that if, at the time of such withdrawal, the Holders shall (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 after following learning of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1. 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 reasonable expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications all registrations effected pursuant to Section 2Sections 1.2, 1.3 and 1.9, including without limitation all registration, filing, filing and qualification fees (including state securities law fees and expenses), printing expenses, escrow fees; printers’ and accounting fees; , fees and disbursements of counsel for the Company; and Company (and, if the participating Holders request representation by a separate special counsel for the participating Holders, the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”such counsel), and expenses of any special audits incidental to or required by such registration shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any registration pursuant to Section 1.9 if the Company has effected two (2) registrations pursuant to Section 1.9 in the preceding twelve (12) months and paid the expenses thereof, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of Registrable Securities to be registered. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 under Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority the Registrable Securities to have been registered, in which event the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata on the basis of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon have been registered. Notwithstanding the number of Registrable Securities that were to be included in the withdrawn registration)preceding sentence, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)however, as the case may be; provided further that if, if at the time of such the withdrawal, the Holders shall have learned of a material materially adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such said expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf1.2.

Expenses of Registration. All expenses (other than Selling Expenses) expenses, including the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement, incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; fees (including to the Commission and FINRA), printers’ and accounting fees; , fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, “roadshow” expenses to the extent the underwriters recommend a “roadshow” by the Company’s management to facilitate the sale of Registrable Securities, fees and disbursements of counsel for the Company; and the , reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected and any reasonable fees and expenses of underwriters customarily paid by the Holders issuers or seller of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), securities shall be borne and paid 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the voting power of the Registrable Securities requested to be registered Registered by all Holders in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of at least a majority of the voting power 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 Subsection 2.1(aSection 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) or Subsection 2.1(bsuch demand registration); provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 Subsection 2.1 Section 2.1(a) or Section 2.1(b) 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 selling Holders, including the EIP Holders and the SDWG Holders, shall bear such expenses pro rata based upon the number of Registrable Securities that were actually to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 fees and expenses (other than Selling Expenses) incurred by the Corporation in connection with registrationseach registration, filings filing, or qualifications qualification pursuant to Section 2, including all registration, filing, and qualification feesfees and expenses; fees and expenses of compliance with state securities or blue sky laws; printers’ and accounting feesfees (including the costs of printing certificates (if and to the extent necessary) for the Registrable Securities in a form eligible for deposit with clearing agencies, printing prospectuses, and printing or preparing any underwriting agreement, agreement among underwriters and related syndicate or selling group agreements, pricing agreements and blue sky memoranda); fees and disbursements of counsel for the CompanyCorporation; fees and disbursements of all independent certified public accountants for the Corporation and its subsidiaries (including the expenses of any (i) “cold comfort” letters required by or incident to such performance or (ii) audits incident to or required by such registration); all expenses and costs of any roadshow or investor meetings (including all travel, meals and lodging for all roadshow participants) and the fees, expenses and costs of any public relations, investor relations or other consultants retained in connection with any road show or investor meetings; printing expenses; the fees and expenses incurred in connection with the quotation or listing of the Registrable Securities on any securities exchange or automated securities quotation system; the fees and expenses associated with any offering-related liability insurance if the Corporation so obtains or if the underwriters so require; all of the Corporation’s internal expenses (including all salaries and expenses of its officers and employees performing any duties in connection with such registration or offering); the reasonable fees and disbursements of one Canadian counsel for the selling Holders selected by the Initiating Holders of a majority of and one U.S. counsel for the Registrable Securities selling Holders selected by the Initiating Holders with respect to be registered such registration, qualification or filing (together, the “Selling Holder Counsel”); and all underwriters’ fees and expenses (excluding discounts, commissions, or fees attributable to the sale of the Registrable Securities), shall be borne and paid 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 Subsection 2.1 a Demand Notice if the registration request is Initiating Holder thereof subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered withdraws such Demand Notice (in which case all selling Holders the Initiating Holder shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationcosts), unless (i) such withdrawal is notified to the Holders Corporation by the Initiating Holder prior to the termination of any deferral or postponement period pursuant to Sections 2.1(b) or 2.1(c), (ii) the Initiating Holder agrees to forfeit its right to make one Demand Notice, (iii) such withdrawal is a majority result of the Registrable Securities agree transactions contemplated by the applicable underwriting agreement failing to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(bclose (other than as a result of fault of the Initiating Holder), as the case may be; provided further that if, (iv) at the time of such withdrawal, the Holders shall have learned of withdrawal there has been a material adverse change in the condition, business, or prospects of the Company from that known Corporation or a material adverse change in the financial markets generally or (v) a Demand Notice is not deemed to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration counted as “made” pursuant to Subsection 2.1(a) or Subsection 2.1(b)any section of this Agreement. 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 Selling Expensesunderwriting discounts and commissions) incurred in connection with registrations, filings or qualifications registrations pursuant to Section 2Sections 3.1 and 3.2, including including, without limitation, all registration, filing, 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 (x) in the Holders case of an Individual Demand, the Major Stockholder making such Demand, (y) in the event of a majority of Collective Demand, the Registrable Securities to be registered Exercising Stockholders, acting together by mutual agreement, and (z) otherwise, each Major Stockholder participating in such registration, acting together by mutual agreement (collectively, “Selling Holder CounselRegistration Expenses”), shall be borne and paid 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 Subsection 2.1 Section 3.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of Major Stockholder(s) that made the Registrable Securities to be registered related Demand Request (in which case all selling Holders case, such Major Stockholder(s) shall bear such expenses pro rata based upon the number of Registrable Securities that were requested to be included in the withdrawn registration), unless (i) in the Holders case of a majority of an Individual Demand, the Registrable Securities agree Major Stockholder that shall have made such Individual Demand agrees to forfeit their its right to make one registration Individual Demand pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 3.1, as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders such Major Stockholder shall have learned of a material adverse change in the condition, business, or prospects of the Company Material Adverse Change (as defined below) from that known to the Holders such Major Stockholder at the time of their request its Demand Request and shall have withdrawn the request with reasonable promptness after learning (but in any event within five (5) business days) following disclosure by the Company of such information Material Adverse Change, then the Holders such Major Stockholder shall not be required to pay any of such expenses and shall not forfeit their right to one registration retain its rights pursuant to Subsection 2.1(a) Section 3.1 as if such Demand Request was not made and such registration shall not count as an Individual Demand or Subsection 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.a Collective Demand, as applicable,

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the selling Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 (“Selling Holder Counsel”) selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Securities, 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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable and documented fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $30,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)) selected by the Holders of at least a majority of the Registrable Securities, 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 Subsection Section 2.1 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 selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) Registration Expenses incurred in connection with registrations, filings or qualifications all registrations pursuant to Section 24.2, including in connection with all registration, filingdemand registrations under Section 4.1, and qualification fees; printers’ in connection with the first three (3) S-3 registrations under Section 4.3 by each of the Series E Registrable Securities and accounting fees; fees and disbursements of counsel for the Novation Registrable Securities, respectively, shall be borne by the Company; and . All Selling Expenses relating to securities registered on behalf of the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by the holders of securities included in such registration pro rata with the Company and among each other on the basis of the number of shares so registered. Notwithstanding the foregoing sentence, if a registration proceeding begun pursuant to Section 4.1 or 4.3 is subsequently withdrawn by the Holders, either (a) if Holders of a majority all of the Registrable Securities to be have been registered (“Selling Holder Counsel”)agree, 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 Subsection 2.1 if the registration request is subsequently withdrawn at the request of then the Holders of a majority of the Registrable Securities to be have been registered (in which case all selling Holders shall bear all such expenses Registration Expenses pro rata based upon on the basis of the number of Registrable Securities that were shares to be included in have been registered, or (b) if all such Holders do not agree, then the withdrawn registration), unless the Initiating Holders of a majority of the Registrable Securities agree to will forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)such section, as and the case may be; provided further that ifCompany shall bear such Registration Expenses. Notwithstanding the foregoing, however, if at the time of such the withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Initiating Holders at the time of their request and have withdrawn request, of which the request with reasonable promptness after learning Company had received notice prior to the time of such information the request, then the Holders shall not be required to pay any of such expenses and shall not said Registration Expenses or to forfeit their the right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 S-3 registration, as the case may be, and the Company shall be borne and paid by pay the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfsame.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 (“Selling Holder Counsel”) selected by the Holders of at least a majority in interest of the Registrable Securities to be registered (“Selling Holder Counsel”)included in the applicable registration, 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 Subsection Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Required Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b)) , as the case may be. 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 Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrations, filings or qualifications any registration effected pursuant to Section 22.2, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), Section 2.3 or Section 2.4 herein 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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this incurred in connection with any registrations under Section 2 2.2 or Section 2.4 shall be borne and paid by the Holders holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceedings begun pursuant to Section 2.2 or Section 2.4, the request of which has been subsequently withdrawn by the Holders of securities requesting such registration unless (a) the withdrawal is based upon material adverse information concerning the Company or a material adverse change in any market or the Company’s securities of which the Initiating Holders (as defined below) were not aware at the time of such request or (b) (i) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series A Preferred then outstanding, (ii) the Holders holding not less than fifty percent (50%) of the Landmark Registrable Securities registered on Securities, (iii) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred then outstanding or (iv) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B-1 Preferred then outstanding agree to forfeit their behalfright to one requested registration pursuant to Section 2.2(a)(i), Section 2.2(a)(ii), Section 2.2(a)(iii) or Section 2.2(a)(iv) above, respectively, in which event such right shall be forfeited by all such Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) that requested such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to a registration under Section 2.2.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; and provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be. 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 (“Selling Holder Counsel”) selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Securities, 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 Subsection Section 2.1 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 23, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), Counsel shall be borne and paid by the Company; provided, however, that (a) the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 Section 3.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) Section 3.1.1 or Subsection 2.1(b)Section 3.1.2, as the case may be; provided further that , (b) if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(aSection 3.1.1 or Section 3.1.2, and (c) or Subsection 2.1(b)in connection with a registration pursuant to Section 3.2, the Company shall only be required to bear and pay the reasonable fees and disbursements of one Selling Holder Counsel in an amount up to $50,000. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 3 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, 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 Subsection Section 2.1 or Section 2.3 if the registration request is subsequently withdrawn at the request of the Required Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Required Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.3, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.3. 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, 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 Subsection Section 2.1 or 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.3, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.3. 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 Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 3.1 or Section 3.2 herein shall be borne by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of a majority of the Registrable Securities to be so registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) BLUM Holders holding not less than 50% of the Xxxxstrable Securities then outstanding held by all BLUM Holders, in the case of a registration rexxxxted pursuant to Section 3.1(a)(i) or (y) FS Holders holding not less than 50% of the Registrable Securities registered on then outstanding, in the case of a registration requested pursuant to Section 3.1(a)(ii), agree to forfeit their behalfright to one requested registration pursuant to Section 3.1, as applicable, in which event such right shall be forfeited by all BLUM Holders, in the case of clause (x), and axx XS Holders in the case of clause (y). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 3.1 to a demand registration.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 22 or pursuant to an IPO, including all registration, 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel,”) or, in the case of an IPO, the Major Investors (“ 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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 (expenses, other than Selling Expenses) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement, incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne by the Company. All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses” and shall be paid by the Company; providedselling Investors. 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the voting power of the Registrable Securities requested to be registered Registered by all Holder in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of at least a majority of the voting power 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 Subsection 2.1(aSection 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) or Subsection 2.1(bsuch demand registration); provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All expenses (expenses, other than Selling Expenses) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection 2.1 this Agreement if the registration Registration request is subsequently withdrawn at the request of a majority-in-interest of the Holders of a majority of the Registrable Securities to be registered requesting such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registrationRegistration), unless all of the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2. All Selling Expenses relating In addition, the Company shall not be required to Registrable Securities registered pursuant to this Section 2 pay for expense for any special audit conducted for the purpose of such Registration in excess of US$25,000 (in which case, all participating Holders shall be borne and paid by the Holders bear such excess special audit expense pro rata on the basis of based upon the number of Registrable Securities registered on their behalf.to be Registered in such Registration). EXHIBIT E

Expenses of Registration. All expenses (other than Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 22.2, 2.3 or 2.4 herein shall be borne by the Company, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements expense of one special counsel for of the selling Holders selected by the Holders of a majority of the Registrable Securities not to be registered exceed Twenty-Five Thousand Dollars (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b$25,000.00). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 incurred in connection with any registrations hereunder, shall be borne and paid by the Holders holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of at least fifty-five percent (55%) of Registrable Securities registered on their behalfagree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c)(ii) to undertake any subsequent registration, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c)(ii) to undertake any subsequent registration.

Expenses of Registration. All Except for underwriting discounts and commissions (which shall be borne by the Holders pro rata based upon the number of Registrable Securities that are included in the registration) all expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section Sections 2, 3 and 4, including (without limitation) all registration, filing, 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection 2.1 Section 2 or Section 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 selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 2, the Holders of holding a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information then material adverse change, or if such withdrawal is based on the advice of the managing underwriter due to an adverse change in the condition, business, or prospects of the Company, in each case the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 or 4 (e.g. such registrations shall not be borne and paid by the Holders pro rata counted on the basis account of the number of Registrable Securities registered on their behalfdemand registration).

Expenses of Registration. All expenses (expenses, other than Selling Expenses) underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , 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 (which may be counsel for the Holders Company) up to a maximum of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)$50,000, shall be borne and paid by the Company; provided. Each Holder participating in a registration pursuant to this Section 1 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it is declared effective) of all discounts, however, that commissions or other amounts payable to underwriters or brokers in connection with such offering and the fees and disbursements of any counsel for the participating Holders in excess of $50,000. The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may beSection 1.2; provided further that iffurther, however, that, if at the time of such withdrawal, the Holders shall (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 after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf1.2.

Expenses of Registration. All expenses (other than Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 2Sections 2.2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 2.3 or 2.4 hereof shall be borne by the Company; and . The Company shall pay the reasonable fees and disbursements expenses, not to exceed $25,000 of one special counsel for to represent all the selling participating Holders selected of Registrable Securities. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of a majority the securities so registered pro rata on the basis of the Registrable Securities to be registered (“Selling Holder Counsel”), number of shares so registered. The Company shall be borne and paid by the Company; providednot, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders of a majority of or the Registrable Securities to be registered (in which case all selling requesting Holder or Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)under Section 2.4, as the case may be; provided further that if, unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such material adverse information or (b) the Holders of at least seventy percent (70%) of Registrable Securities then outstanding agree to forfeit their right to one requested registration pursuant to Section 2.2, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the Holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration rights pursuant to Subsection 2.1(a) Section 2.2 or Subsection 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 behalfa demand registration.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section Sections 2, including 3 and 4, including, without limitation, all registration, filing, filing and qualification fees (including “blue sky” fees; ), printers’ and accounting fees; , fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; and if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities not to be registered (“Selling Holder Counsel”), exceed $50,000) shall be borne and paid 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 Subsection 2.1 Section 2, or Section 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 selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included registered in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) Section 2 or Subsection 2.1(b)4. All Selling Expenses relating to Registrable Securities registered Except as provided in the immediately preceding sentence, all expenses incurred in connection with a registration requested pursuant to this Section 2 or 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 and the fees and disbursements of counsel for the selling Holder or Holders, shall be borne and paid pro rata by the Holder or Holders pro rata on participating in the basis of the number of Registrable Securities registered on their behalfregistration.

Expenses of Registration. All expenses (other than Selling Expenses) expenses, including the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement, incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the voting power of the Registrable Securities requested to be registered Registered by all Holder in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of at least a majority of the voting power 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 Subsection 2.1(a) Section 2.1 or Subsection 2.1(b)Section 2.2, as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) Section 2.1 or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 2.2, and the Company shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)) selected by the Holders of at least 65% of the Registrable Securities, 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 Subsection Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least 65% of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 at least 65% of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) arising from, incident to or incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2this Agreement, including including, without limitation, all registration, filing, listing and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the CompanyCompany and its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any sale of Registrable Securities pursuant to a registration); and the reasonable and documented fees and disbursements disbursements, not to exceed $50,000 in the aggregate of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”); fees and expenses incurred in connection with any “road show” for underwritten offerings, including travel expenses, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of if any registration proceeding begun pursuant to Subsection Section 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 selling Holders shall bear such expenses pro rata based upon the number other than during a period of Registrable Securities that were to be included in the withdrawn registrationdelay under Section 2.1(f)), unless then the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration (representing such withdrawn registration) pursuant to Subsection 2.1(aSections 2.1(d) or Subsection 2.1(b2.1(e), as unless the case may beCompany is reimbursed by such Holders requesting withdrawal for all reasonable and documented out-of-pocket expenses incurred by the Company in connection with such registration (including reasonable fees of outside legal counsel and third party accountants); provided further provided, further, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with within a reasonable promptness time after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(aSections 2.1(d) or Subsection 2.1(b2.1(e). 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 Selling Expenses) Registration Expenses incurred in connection with registrationsregistrations pursuant to Sections 2.1, filings or qualifications 2.2 and 2.3 shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata with the Company and among each other on the basis of the number of shares so registered. Notwithstanding the foregoing sentence, if a registration proceeding begun pursuant to Section 2, including 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 2.1 or 2.3 is subsequently withdrawn by the Holders requesting such registration, either (a) if Holders of a majority any number of the Registrable Securities to be have been registered (“Selling Holder Counsel”)agree, 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 Subsection 2.1 if the registration request is subsequently withdrawn at the request of the then such agreeing Holders of a majority of the Registrable Securities to be have been registered (in which case all selling Holders shall bear all such expenses Registration Expenses pro rata based upon on the basis of the number of Registrable Securities that were shares to be included in the withdrawn registration), unless have been registered for such Holders and the Holders shall not be treated as having requested such registration for purposes of a majority limitations of the Registrable Securities agree numbers of registrations that may be requested by Holders pursuant to Section 2.1 or 2.3 as applicable, or (b) if no such Holders agree, then the Holders will forfeit their right to one registration pursuant to Subsection 2.1(asuch section, and the Company shall bear such Registration Expenses. Notwithstanding the foregoing, however, the Holders shall not be required to pay any of said Registration Expenses or to forfeit the right to one demand registration and the Company shall pay the same if (x) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such the withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, of which the Company should have had knowledge at the time of the request and or (y) if the Holders have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid a written request by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfCompany or its underwriters.

Expenses of Registration. All expenses (other than Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrations, filings any registration under Sections 4.1 or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 4.2 shall be borne by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“. All Selling Holder Counsel”)Expenses incurred in connection with any registrations hereunder, 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 Subsection 2.1 if the registration request is subsequently withdrawn at the request holders of the Holders of a majority of the Registrable Securities to be securities so registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 4.2, the request of which has been subsequently withdrawn by the Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities registered on Shares agree to forfeit their behalfright to registration pursuant to Section 4.2, in which event such right shall be forfeited by all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the Holders of securities (including Registrable Shares) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 4.2 to a demand registration. As used herein, "Registration Expenses" means all expenses incurred by the Company in complying with Sections 4.1 and 4.2, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company), and "Selling Expenses" means all underwriting discounts and selling commissions applicable to the sale of Registrable Shares.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2Sections 1.2, including 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; Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities (not to be registered (“Selling Holder Counsel”), exceed $25,000) shall be borne and paid 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 Subsection 2.1 Section 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of Registrable Securities representing a majority of the voting power of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such 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 1.2, the Holders of a majority of the voting power of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 1.2 and provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne Sections 1.2 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $15,000 of one counsel for the selling Holders selected by Holders, which counsel shall be acceptable to the Holders holders of a majority in interest of the Registrable Securities to be registered Initiating Holders (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 (expenses, other than Selling Expenses) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders of a majority holding at least two-thirds in voting power of the Registrable Securities requested to be registered Registered by the Initiating Holders in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of a majority at least two-thirds in voting power 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 Subsection 2.1(a) or Subsection 2.1(b)Section 2.1; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known was unknown to the Holders at the time of their request for Registration and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities not to be registered exceed Twenty Five Thousand Dollars ($25,000) (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 (expenses, other than Selling Expenses(i) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), (ii) the special auditing fees exceeding US$25,000 and incurred from the demand registration pursuant to Section 2.1 of this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), (iii) fees and disbursement of the counsel(s) engaged by each Holder (which shall be borne by such Holder) and (iv) fees and expenses charged by the depositary bank and transfer tax applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of no more than US$100,000 of one (1) counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders of holding a majority of the voting power of the Registrable Securities requested to be registered Registered by all Holder in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of a majority at least two thirds (2/3) of the voting power 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 Subsection 2.1(aSection 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) or Subsection 2.1(bsuch demand registration); provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All Except as provided below, all of the expenses (other than Selling Expenses) incurred by the Company in connection with registrations, filings or qualifications effecting any registration requested pursuant to Section 2, including above, including, without limitation, all registrationregistration and filing fees, filingprinting expenses, expenses of compliance with Blue Sky laws (including, without limitation, fees and qualification fees; printers’ and accounting fees; disbursements of underwriters counsel relating thereto), fees and disbursements of counsel for the Company; , and the reasonable fees and disbursements expenses of one counsel for the selling Holders selected any audits incidental to or required by the Holders of a majority of the Registrable Securities to be registered any such registration (“Selling Holder Counsel”), "Registration Expenses") shall be borne and paid by the Company; provided, however, that the participating Holders shall reimburse the Company for up to $10,000 of such Registration Expenses within 10 days after receipt of an invoice from the Company describing such Registration Expenses in reasonable detail; and provided, further, that if other shareholders with registration rights are included in such registration, the Registration Expenses shall not be required to pay for any expenses allocated pro rata among the participating Holders and each of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request such other shareholders of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Company, as the case may be; provided further that ifnearly as practicable, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 fair market value of Registrable Securities, common stock and other securities of the Company requested by the Holders and such other shareholders of the Company to be included in such registration, but in no event shall the participating Holders' share of the expenses exceed $10,000. Except as provided below, all Registration Expenses incurred by the Company in effecting any registration requested pursuant to Section 4, above, shall be borne by the Company. In either event, notwithstanding anything in this Section 7 to the contrary, the Company shall have no obligation to pay or otherwise bear (a) any underwriting discounts or brokerage fees or commissions relating to the sale of Registerable Securities registered on their behalfby the Holders, or (b) any Registration Expenses if the payment of such expenses by the Company is prohibited by the laws of a state in which such offering is qualified and only to the extent so prohibited, or (c) any expenses of any compliance with Blue Sky laws which pertains only to an individual Holder, or (d) any fees and disbursements of counsel for the Holders.

Expenses of Registration. All expenses (other than Selling Expenses) Except as specifically provided herein, all Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for 3.1 or Section 3.2 herein shall be borne by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of a majority of the Registrable Securities to be so registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) XXXX Holders holding not less than 50% of the Registrable Securities registered on then outstanding held by all XXXX Holders, in the case of a registration requested pursuant to Section 3.1(a)(i) or (y) FS Holders holding not less than 50% of the Registrable Securities then outstanding, in the case of a registration requested pursuant to Section 3.1(a)(ii), agree to forfeit their behalfright to one requested registration pursuant to Section 3.1, as applicable, in which event such right shall be forfeited by all XXXX Holders, in the case of clause (x), and all FS Holders in the case of clause (y). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to Section 3.1 to a demand registration.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 22 or pursuant to an IPO, including all registration, 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 $30,000, of one counsel for the selling Holders selected by or, in the Holders case of a majority of an IPO, one counsel to the Registrable Securities to be registered Investors (such counsel, “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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subection 2.1(a) or Subsection Subection 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 Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable and documented fees and disbursements expenses, not to exceed $20,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 Selling Expenses) Registration Expenses incurred in connection with registrations, filings or qualifications (i) two registrations pursuant to Section 2, including (ii) all registration, filingregistrations pursuant to Section 3, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for (iii) all registrations pursuant to Section 4, shall be bome by the Company; . Notwithstanding the foregoing, in the event that Initiating Holders cause the Company to begin a registration pursuant to Section 2, and the reasonable fees and disbursements of one counsel request for the selling Holders selected such registration is subsequently withdrawn by the Initiating Holders of a majority or such registration is not completed due to failure to meet the net proceeds requirement set forth in such section, all Holders shall be deemed to have forfeited their right to one registration under Section 2, unless the Holders requesting to register their Registrable Securities pay for, or reimburse the Company for, the Registration Expenses incurred in connection with such withdrawn or incomplete registration pro rata on the basis of the number of Registrable Securities to be have been registered (“Selling Holder Counsel”), shall be borne and paid by the Companytherein; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the such Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the such Holders at the time of their request request, and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the such Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2. All Unless otherwise stated, all Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders and all other registration expenses shall be borne and paid by the Holders holders of such securities pro rata on the basis of the number of Registrable Securities shares so registered on their behalfor proposed to be so registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $35,000 per registration, of one counsel for the selling Holders selected by the Holders of a majority at least seventy-one and one-half percent (71.5%) of the Registrable Securities to be registered included in such registration (“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 Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least seventy-one and one-half percent (71.5%) of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 at least seventy-one and one-half percent (71.5%) of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 an amount to be determined by the Company and the selling Holders, negotiating in good faith at the time of such registration, filing or qualification pursuant to Section 2, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings including without limitation, those expenses for filings, or qualifications pursuant to Section Article 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and expenses of compliance with securities laws or blue sky laws; and fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), Company 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 Subsection Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders Restricted Shareholders of a majority of the Registrable Non-Restricted Securities to be registered (in which case all selling Holders Restricted Shareholders shall bear such expenses pro rata based upon the number of Registrable Non-Restricted Securities that were to be included in the withdrawn registration), unless the Holders Restricted Shareholders of a majority eighty percent (80%) of the Registrable Non-Restricted Securities agree to forfeit their right to one (1) registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall Restricted Shareholders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders Restricted Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders Restricted Shareholders shall not be required to pay any of such expenses and shall not forfeit their right to one (1) registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1. All Selling Expenses relating to Registrable Non-Restricted Securities registered pursuant to this Section Article 2 shall be borne and paid by the Holders Restricted Shareholders pro rata on the basis of the number of Registrable Non-Restricted Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expensesunderwriting discounts and commissions payable with respect to Registrable Securities sold in an offering) incurred by the Company in connection with registrations, filings or qualifications pursuant to Section 2Sections 2(a), 2(b) and 2(c) including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; fees (but not including any fees and disbursements of any counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), any Holders) 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 Subsection 2.1 Section 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 selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless (a) the withdrawal is based upon material adverse information concerning the Company of which such Holders were not aware at the time of such request or any material misstatement or omission in any registration statement filed by the Company with the SEC in connection with such offering or (b) the Holders of a majority of the Registrable Securities being registered agree to forfeit their the right to one a demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(bSection 2(a), as the case may be; provided further that if, at the time of in which event such withdrawal, right shall be forfeited by all Holders). If the Holders are required to pay such registration expenses, such expenses shall have learned be borne by the holders of securities (including Registrable Securities) requesting such registration or inclusion therein in proportion to the number of Registrable Securities for which registration was requested. If the Company is required to pay such registration expenses of a material adverse change in the conditionwithdrawn offering pursuant to clause (a) above, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration rights pursuant to Subsection 2.1(aSection 2(a) or Subsection 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 behalfa demand registration.

Expenses of Registration. All expenses (other than Selling Expensesunderwriting discounts and commissions (which shall be borne by the selling Holders pro rata based on the number of Registrable Securities included in the registration) incurred in connection with registrations, filings or qualifications pursuant to Section 2Sections 1.2, 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; Company and the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by the Company. In the event the Holders of a majority the Series C Preferred Stock elect to retain separate counsel to represent them in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, all expenses other than underwriting discounts and commissions (which shall be borne by the selling Holders of the Series C Preferred Stock pro rata based on the number of Registrable Securities to be registered included in the registration) incurred in connection with such registrations, filings or qualifications, including (“Selling Holder Counsel”)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 all such selling Holders, shall be borne and paid by the Company; providedCompany in an amount not to exceed $50,000 per offering. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 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 selling participating Holders shall bear such 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 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 1.2; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne Sections 1.2 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and Company in its capacity as counsel to selling Holders hereunder, provided that if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements disbursements, not to exceed $25,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered them (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 the Holders of a majority in interest of the Registrable Securities to be registered selling Holders (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Sections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Sections 2.1(a) or Subsection 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 Selling Expenses) Registration Expenses incurred in connection with registrations, filings or qualifications (i) the first two registrations pursuant to Section 2, including all 3.1 hereof and (ii) any 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 the Holders of a majority of the Registrable Securities or compliance pursuant to be registered (“Selling Holder Counsel”), Section 3.2 or Section 3.4 hereof shall be borne and paid by the Company; provided, however, that if the Holders bear the Registration Expenses for any registration proceeding begun pursuant to Section 3.1 and subsequently withdrawn by the Holders registering shares therein, such registration proceeding shall not be counted as a requested registration pursuant to Section 3.1 hereof; provided further that the Company shall not be required to pay for any the expenses of any registration proceeding begun pursuant to Subsection 2.1 Section 3.1 or 3.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered registered, or with respect to registrations pursuant to Section 3.4 because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Section 3.4 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registration)so registered, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one count such withdrawn registration as a requested registration pursuant to Subsection 2.1(a) Section 3.1 or Subsection 2.1(b)Section 3.4, as applicable). Furthermore, in the case may be; provided further event that if, at the time of such withdrawal, a withdrawal by the Holders shall have learned of a is based upon material adverse change in the condition, business, or prospects of information relating to the Company that is different from that the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request and have withdrawn the request with reasonable promptness after learning of for registration under Section 3.1, such information then the Holders registration shall not be required to pay any treated as a counted registration for purposes of Section 3.1 hereof, even though the Holders do not bear the Registration Expenses for such registration, and the Company shall bear all Registration Expenses of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)withdrawn registration. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrationsany registration, filings qualification or qualifications compliance sought pursuant to Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), 2 herein shall be borne and paid by the Company; provided, howeverwhether or not such registration is eventually completed, that the Company shall not be required to pay for declared effective or withdrawn, while all other expenses incurred in connection with any expenses of any registration proceeding begun registration, qualification or compliance sought pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request Section 2 herein on behalf of the Holders (including underwriting discounts and commissions and transfer taxes, if any, attributable to securities sold by the Holders of a majority Registrable Securities) shall be allocated among the Holders of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon to the number of Registrable Securities securities registered by each of them, except that were any expenses incurred to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree or by separate advisors to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, businessindividual, or prospects groups of, Holders, including separate legal advisors (apart from the reasonable fees and expenses of the Company from that known one counsel to the Holders at as a whole, which are included within the time definition of their request "Registration Expenses" and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company), shall be borne and paid solely by the Holders pro rata on retaining them. With respect to any expense described in this Section 4 which is required to be borne by a Holder, each Holder shall make payment within 30 days of receipt of payment instructions from the basis Company, accompanied by the relevant invoices or similar documentation. During the course of preparation of a registration for which expenses are to be borne by the number Holders, a Holder who is a representative nominated by the Holders participating in the registration may request at reasonable intervals information from the Company with respect to the amount of Registrable Securities registered on their behalfexpenses incurred until such time.

Expenses of Registration. All expenses (other than Selling Expensesunderwriting discounts and commissions, stock transfer taxes and fees of counsel to the selling shareholders (except as set forth below)) incurred in connection with registrations, filings or qualifications pursuant to Section 21.2, Section 1.3 and Section 1.10, including (without limitation) all registration, filing, 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 the Holders of a majority of the Registrable Securities (not to be registered (“Selling Holder Counsel”exceed $35,000), 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 Subsection 2.1 Section 1.2(a) or Section 1.10 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least 65% of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included registered in the withdrawn registration), ) unless the such Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(aSection 1.2(a) or Subsection 2.1(b)Section 1.10, as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall (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 requestor 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 after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(aSection 1.2(a) or Subsection 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 behalf1.10.

Expenses of Registration. All expenses incurred in ------------------------ connection with (other than Selling Expensesi) incurred each registration or attempted registration pursuant to Section 5, (ii) the first four registrations effected pursuant to Section 4 or 6 and (iii) any attempted registration (or partial registration deemed not to have been effected pursuant to Section 4 or 6 by operation of Sections 4(d) or (e)) occurring prior to the fourth registration effected pursuant to Section 4 or 6 of this Agreement, excluding underwriters' discounts and commissions and excluding the fees and disbursements of counsel selected pursuant to Section 15 hereof by the Holders of the Registrable Securities being registered to represent such Holders in connection with registrationseach such registration, filings or qualifications pursuant to Section 2, but including without limitation all registration, filing, filing and qualification fees; , word processing, duplicating, printers’ ' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the National Association of Securities Dealers, Inc. (the "NASD") or listing fees; , all fees and expenses of complying ---- with state securities or blue sky laws, fees and disbursements of counsel for the Company; Corporation, any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Corporation so desires or if the underwriters so require, and the reasonable fees and disbursements expenses of one counsel for any special experts retained in connection with the selling Holders selected by the Holders requested registration and other reasonable out-of-pocket expenses of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid by the Company; provided, however, that Corporation. The foregoing provisions with respect to expenses shall in no way limit the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request rights of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon request registration pursuant to Sections 4 and 6 or the number of Registrable Securities that were to registrations which may be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 behalfrequested thereunder.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2Sections 1.2, including 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; Company and the reasonable fees and disbursements of one counsel for the selling Holders selected chosen by the Holders holders of a majority of the Registrable Securities included in such registration (not to be registered (“Selling Holder Counsel”), exceed $30,000) shall be borne and paid 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 Subsection 2.1 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 selling participating Holders shall bear such 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 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 1.2 and provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, condition or prospects business of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 2.1(b)Sections 1.2 and 1.4. All Selling Expenses To the extent any expenses relating to Registrable Securities registered pursuant a registration hereunder are not required to this Section 2 be paid by the Company, each holder of securities included in any registration hereunder shall pay those expenses allocable to the registration of such holder's securities so included, and any expenses not so allocable shall be borne and paid by all sellers of securities included in such registration in proportion to the Holders pro rata on the basis aggregate selling price of the number of Registrable Securities registered on their behalfsecurities so registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $25,000 per registration, of one counsel for the selling Holders selected by the Holders of at least a majority of the Registrable Securities to be registered (“Selling registered(“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Sections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Sections 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) 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 Selling Expenses) incurred in connection with ------------------------ registrations, filings or qualifications pursuant to Section 2sections 2.1, 2.2, 2.3 and 2.4, including (without limitation) all registration, filing, filing and qualification fees; printers’ , printing fees and expenses, accounting fees; fees 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 the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection section 2.1 or 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 selling participating Holders shall bear such expenses pro rata based upon on the number of Registrable Securities that were requested to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that ifthat, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the conditioncondition (financial or otherwise), business, or prospects of the Company from that known to the Holders at the time of their request and shall have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) section 2.1 or Subsection 2.1(b)2.3. All Selling Expenses relating Anything herein to the contrary notwithstanding, all underwriting discounts, commissions and transfer taxes incurred in connection with a sale of Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on Holder thereof, and the basis of the number of Registrable Securities registered on their behalfCompany shall have no responsibility therefor.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, or pursuant to an IPO, including all registration, 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 for, if pursuant to Section 2, the selling Holders (“Selling Holder Counsel”) or, if otherwise pursuant to an IPO, the Holders (“Holder IPO Counsel”), in each case, selected by the Holders of a majority in interest of the Registrable Securities to be registered (“Selling Holder Counsel”)Securities, 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 Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 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 (expenses, other than Selling Expenses) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with registrationsRegistrations, filings or qualifications pursuant to Section 2this Agreement, including (without limitation) all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements disbursement of one counsel for the all selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid 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 Subsection Section 2.1 or Section 2.2 of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Holders holding at least two thirds of a majority the voting power of the Registrable Securities requested to be registered Registered by all Holders in such Registration (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included thereby Registered in the withdrawn registration), Registration) unless the Holders of a majority at least two thirds of the voting power of the Registrable Securities then issued and outstanding agree to forfeit their right to that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Subsection 2.1(aSection 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) or Subsection 2.1(bsuch demand registration); provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)pay any and all such expenses. 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.12 Shareholders Agreement

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $25,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered Stockholders (“Selling Holder Stockholder 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 Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders Stockholders of a majority of the Registrable Securities to be registered (in which case all selling Holders Stockholders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders Stockholders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further provided, further, that if, at the time of such withdrawal, the Holders Stockholders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders Stockholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders Stockholders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders Stockholders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; , fees and disbursements of counsel for the Company; and the reasonable fees and disbursements (not to exceed $20,000) of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a), Subsection 2.1(b) or Subsection 2.1(b2.1(c), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a), Subsection 2.1(1)) or Subsection 2.1(b2.1(c). 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 Selling Expensesunderwriting discounts and commissions (which shall be born pro rata by the Holders participating therein) incurred in connection with registrations, filings or qualifications pursuant to Section Sections 2, 3 and 4 including (without limitation) all registration, filing, filing and qualification fees; printers’ , printer’s and accounting fees; , fees and disbursements of counsel for the Company; Company and, for registrations effected pursuant to Sections 2 and 4, the reasonable fees and disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not bear any expenses for registrations effected pursuant to Section 2 after three such registrations have been effected as permitted herein. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 Section 2 or Section 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 selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that which were to be included requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2; provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request (a “Material Adverse Change”) and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information Material Adverse Change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalfor 4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to this Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered not to exceed $50,000 (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; and provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be. 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 Selling Expenses) incurred in connection with registrations, filings or qualifications all registrations effected pursuant to Section 2Sections 3.2, 3.3 and 3.9, including without limitation all registration, filing, filing and qualification fees (including state securities law fees and expenses), printing expenses, escrow fees; printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company (and if (a) the participating Holders request representation by a separate special counsel for the participating Holders, the reasonable fees and disbursements of one such counsel, not to exceed $50,000, or, (b) in the case of any public offering or the IPO, the Major Holders request representation by a separate special counsel for the selling Holders selected participating Major Holders, the reasonable fees and disbursements of one such counsel, not to exceed $100,000) expenses of any special audits incidental to or required by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), such registration shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay share transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any registration pursuant to Section 3.9 if the Company has effected two (2) registrations pursuant to Section 3.9 in the preceding twelve (12) months and paid the expenses thereof, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of Registrable Securities to be registered. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 under Section 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority the Registrable Securities to have been registered, in which event the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata on the basis of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon have been registered. Notwithstanding the number of Registrable Securities that were to be included in the withdrawn registration)preceding sentence, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)however, as the case may be; provided further that if, if at the time of such the withdrawal, the Holders shall have learned of a material materially adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information request, then the Holders shall not be required to pay any of such said expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf3.2.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to this Section 2, including all registration, 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 the Holders of a majority of the Registrable Securities to be registered (“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 proceeding begun pursuant to 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(aSubsections 2.1(A) or Subsection 2.1(b), 2.1(B) as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(aSubsections 2.1(A) or Subsection 2.1(b)2.1(B) and the Company shall bear and pay such expenses instead. 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $75,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders and Napo shall bear such expenses pro rata based upon the number of Registrable Securities and Napo Common Stock 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 registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities and Napo Common Stock registered pursuant to this Section 2 shall be borne and paid by the Holders and Napo pro rata on the basis of the number of Registrable Securities and Napo Common Stock registered on their behalf.

Expenses of Registration. All fees and expenses (other than Selling Expenses) incurred by the Company in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification feesfees and expenses; fees and expenses of compliance with state securities or blue sky laws; printers’ and accounting feesfees (including the costs of printing certificates (if and to the extent necessary) for the Registrable Securities in a form eligible for deposit with clearing agencies, printing prospectuses, and printing or preparing any underwriting agreement, agreement among underwriters and related syndicate or selling group agreements, pricing agreements and blue sky memoranda); fees and disbursements of counsel for the Company; fees and disbursements of all independent certified public accountants for the Company and its subsidiaries (including the expenses of any “cold comfort” letters required by or incident to such performance); solely in the case of any company-initiated registration pursuant to Section 2.2 or for up to three Registration Requests designated by the Initiating Holders, the expenses and costs of any roadshow or investor meetings and the fees, expenses and costs of any public relations, investor relations or other consultants retained in connection with any road show or investor meetings; the fees and expenses incurred in connection with the quotation or listing of the Registrable Securities on any securities exchange or automated securities quotation system; the fees and expenses associated with any offering-related liability insurance if the Company so obtains; and the reasonable fees and disbursements of one counsel for the selling Holders selected by the Initiating Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the CompanyCompany (or a wholly owned subsidiary thereof); provided, however, that the Company (or such wholly owned subsidiary) shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 2.1(a) if the registration request 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 selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless (i) such withdrawal is notified to the Company by the Initiating Holders prior to the termination of any deferral or postponement period pursuant to Subsections 2.1(c) or 2.1(d) or (ii) the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection Subsections 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a), and such registration shall not be counted as “effected” for the purposes of Subsection 2.1(a) or Subsection 2.1(b2.1(d). 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. Nothing in this Agreement shall obligate the Company to do anything which is prohibited by Section 60 of the Companies Xxx 0000 of Ireland.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of custodians, underwriters, counsel for and other Persons retained by the Company; and the reasonable fees and disbursements of one counsel for the selling Holders selected and the reasonable fees and disbursements of each additional counsel retained by the Holders any Holder of a majority of the Registrable Securities to be registered for the purpose of rendering a legal opinion on behalf of such Holder in connection with any underwritten registration (each, “Selling Holder Counsel”), whether or not such registration shall have become effective 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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection 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 Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2Sections 1.2, 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; and , shall be borne by the reasonable Company. In addition, the fees and disbursements of one counsel for the selling Holders selected by and other reasonable direct costs for the selling Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), other than underwriting discounts and commissions) shall be borne and paid by the Company; , provided, however, that such expenses shall be limited to a maximum of $50,000. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Securities, on an as-converted basis, to be registered (in which case all selling participating Holders shall bear such 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 1.2, the Holders of a majority of the Registrable Securities Securities, on an as-converted basis, agree to forfeit their right to one demand registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 1.2 and provided, as the case may be; provided further however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Subsection 2.1(a) or Subsection 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 behalf1.2.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to this Section 2, including 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 the Holders of a majority of the Registrable Securities to be registered (“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 Subsection Section 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1; provided, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b)Section 2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 and counsel for the selling Holders (“Selling Holder Counsel”) 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to this Section 2, including all registration, 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 fifty thousand dollars ($50,000), of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“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 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 selling Holders shall bear such 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 registration pursuant to Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 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 Selling Expenses) incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2, including all registration, 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 $60,000, of one counsel for the selling Holders (“Selling Holder Counsel”) selected by the Holders of a majority in interest of the Registrable Securities to be registered (“Selling Holder Counsel”)Securities, 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 Subsection Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such 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 registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection Section 2.1(a) or Subsection Section 2.1(b), as the case may be. 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.