Common use of Registration Expenses Clause in Contracts

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All Subject to Section 5.1(b)(i), all fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeStatement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) fees with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, NASD in connection with an underwritten offering and (CB) in fees and expenses of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities“blue sky” laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) reasonable messenger, telephone and delivery expenses, (iviii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants referred to in Section 5.4(h), (v) underwriters’ fees and expenses (excluding discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities), (vi) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion insurance, (vii) internal expenses of the Company, and (viviii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, (ix) the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunderexchange, and (x) the fees and expenses of any Person, including special experts, retained by the Company. In no event shall connection with any Demand Registration or Incidental Registration hereunder, the Company be responsible for any broker or similar commissions of any Holder or, except to shall reimburse the extent provided for in the Transaction Documents, any legal fees or other costs holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Requesting Holders, if pursuant to a Demand Registration, or the Company, in all other cases, and other reasonable out-of-pocket expenses of the holders of Registrable Securities incurred in connection with the registration of the Registrable Securities.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementAgreement and (vii) reasonable and reasonably-documented fees and disbursements, not to exceed $10,000 in the aggregate, of one counsel for the Purchaser. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses Registration Expenses incident to the Parties’ performance of, of or compliance with, with their respective obligations under this Agreement by the Company or otherwise in connection with any Demand Registration, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses) shall be borne by the Company Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or “Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSky” laws), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable SecuritiesSecurities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel counsel, auditors, accountants and independent petroleum engineers for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. , (vii) the reasonable fees and expenses of one law firm of national standing selected by the Holders owning the majority of the Registrable Securities to be included in any such registration or offering and (viii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show.” In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including expenses payable to third parties and including all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersTrading Market.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and the documented fees and disbursements of one counsel for selling Holders in an amount not to exceed $10,000, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and The Company shall pay all reasonable documented expenses incident to the Company’s performance of, of or compliance withwith its obligations under this Article II, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeincluding, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or the National Association of Securities Dealers, Inc. and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities pursuant to Section 2.4(h)), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance to be purchased at the sole discretion of the Companyincurred in connection with any road show, and (vi) fees and disbursements of all independent certified public accountants (including, without limitation, the expenses of all any “cold comfort” letters required by this Agreement) and any other Persons Persons, including special experts retained by the Company. For the avoidance of doubt, the Company shall pay the fees and disbursements of one firm of counsel for the Holders in connection with each registration under Article II, but the consummation Company shall not pay any underwriting discounts attributable to sales by Holders of the transactions contemplated by this AgreementRegistrable Securities. In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and rating agency fees and the fees and expenses of any Holder orPerson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident to the Company's performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, fees and expenses of the Company’s counsel compliance with securities or blue sky laws, printing expenses, messenger and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingdelivery expenses, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and all independent certified public accountants, underwriters (excluding discounts and commissions, which will be paid by the sellers of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with will be borne by the consummation of the transactions contemplated by this Agreement. In additionCompany, and the Company shall be responsible for all of will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees Employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on The Nasdaq National Market, Nasdaq SmallCap Market or the OTC Bulletin Board trading system. Without limitation, the foregoing shall include, with respect to each Registration Statement hereunder, the fees, charges and disbursements up to $25,000 of one counsel to the Designated Holders (which shall be designated by a majority in interest of the Designated Holders of Registrable Securities participating in the proposed sale pursuant to the Registration Statement in question); provided, however, that the Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred in connection with by such Designated Holders which are not payable by the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company Company, such costs to be responsible for any broker borne by such Designated Holder or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. (a) All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeCompany, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (laws, including, without limitation, reasonable fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as provided in Section 4(g) hereof), (ii) printing expenses (expenses, including, without limitation, expenses of printing certificates for Registrable Securities)Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the Holders of a majority in Amount of Registrable Securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation Company, (vii) internal expenses of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees of the Company performing legal or accounting duties), (viii) the expense of any annual audit and audit, (ix) the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange exchange, if applicable, and (x) the expenses relating to printing, word processing and distributing all Registration Statements and any other documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all brokerage commissions with respect to any Registrable Securities sold by it and, except as required hereunder. In no event shall set forth in Section 5(b) below, the Company shall not be responsible for any broker or similar commissions the fees and expenses of any Holder orcounsel, except to the extent provided accountant or advisor for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All reasonable fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, the following: (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings required to be made with the CommissionNASDAQ and each securities exchange or other market on which Registrable Securities are required hereunder to be listed, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingCommission, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), ; (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), ; (iii) messenger, telephone and delivery expenses, expenses incurred by the Company; (iv) fees and disbursements of counsel for the Company, ; and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event The Company shall the Company not be responsible for any broker or similar commissions the payment of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees commissions or other costs expenses incurred by the Holder in connection with their sales of Registrable Securities or for the Holdersfees of any Special Counsel.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementAgreement and (vii) reasonable and reasonably-documented fees and disbursements, not to exceed $10,000 in the aggregate, of one counsel for the Purchasers. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses Registration Expenses incident to the Parties’ performance of, of or compliance with, with their respective obligations under this Agreement by the Company or otherwise in connection with any Demand Registration, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses) shall be borne by the Company Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or “Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSky” laws), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable SecuritiesSecurities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. , (vii) the reasonable fees and expenses of one law firm of national standing selected by the Holders owning the majority of the Registrable Securities to be included in any such registration or offering and (viii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show.” In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including expenses payable to third parties and including all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersTrading Market.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall will be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeStatement including, without limitation, : (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (CB) in related to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing and (including, without limitation, fees and disbursements of counsel for the Company C) incurred in connection with Blue Sky qualifications the preparation or exemptions submission of the Registrable Securitiesany filing with FINRA), ; (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing Prospectuses), ; (iii) messenger, telephone and delivery expenses, ; (iv) fees and disbursements of counsel for the Company, Company and counsel pursuant to Section 3(l); (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and insurance; (vi) fees and expenses of all other Persons persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for Agreement and (vii) all of its the Company’s own internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any ; provided, however, that each selling Holder orwill pay (i) all underwriting discounts, except commissions, fees and expenses and all transfer taxes with respect to the extent provided for in Registrable Securities sold by such selling Holder; (ii) any fees and expenses of legal counsel other than the Transaction Documents, any legal fees or counsel selected pursuant to Section 3(l) and (iii) all other costs expenses incurred by such selling Holder and incidental to the sale and delivery of the Holdersshares to be sold by such Xxxxxx.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders )), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses requested by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All The Company shall pay all fees and expenses incident to the performance of, of or compliance withwith its obligations under this Article II, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, including (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which all applicable securities exchanges and/or the Common Stock is then listed for trading, Financial Industry Regulatory Authority and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities pursuant to Section 2.6(h)), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance to be purchased at incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants (including, without limitation, the sole discretion expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Company, and (vivii) the reasonable fees and expenses disbursements of all other Persons retained one counsel for the Selling Holders as a group (such counsel to be selected by the Company Company) in connection with the consummation of the transactions contemplated covered by this AgreementAgreement in which the Selling Holders participate. For the avoidance of doubt, the Company shall not pay any other expenses of Selling Holders or underwriting commissions attributable to securities sold by any Selling Holder in an underwritten offering. In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and rating agency fees and the fees and expenses of any Holder orPerson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident In connection with registrations pursuant to the performance ofSection 2.01 or 2.02 hereof, or compliance with, this Agreement by the Company shall be borne by pay the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees following registration costs and expenses referred to incurred in connection with the foregoing sentence shall include, without limitation, registration thereunder (the “Registration Expenses”): (i) all registration and filing fees (and expenses, including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect those related to filings made with the Commission, (Bii) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, fees and (C) in expenses of compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, including reasonable fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), (iiiii) reasonable processing, duplicating and printing expenses (expenses, including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expensesany prospectuses or issuer free writing prospectuses reasonably requested by any Participating Holder, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its ’s internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any liability insurance and the expense of any annual audit or quarterly review), (v) fees and expenses, if any, incurred in connection with listing the Registrable Securities for trading on a national securities exchange, including, without limitation, fees and expenses of The Nasdaq Global Select Market, (vi) fees and expenses, if any, incurred with respect to any filing with FINRA, (vii) fees and expenses and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company, and (viii) fees and expenses of any special experts retained by the Company in connection with such registration. Each Participating Holder shall be responsible for any underwriting fees, discounts or commissions as well as the fees and expenses incurred in connection with and disbursements of counsel for such Participating Holder (“Holders’ Counsel”) attributable to the listing sale of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except pursuant to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersa Registration Statement.

Registration Expenses. (a) All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed or quoted for trading, (B) with respect to filings with FINRA by any underwriter’s counsel for compensation review pursuant to FINRA Rule 5110, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of incurred by any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance withwith this Agreement, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses of the Company’s counsel and independent registered public accountants) (A) associated with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the National Association of Securities Dealers, Inc. (“NASD”) and/or The NASDAQ Stock Market on which (“NASDAQ”), as may be required by the Common Stock is then listed for tradingrules and regulations of the NASD or NASDAQ, fees and (C) in expenses of compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, including fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), rating agency fees, printing expenses (ii) including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depositary Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities), messenger and delivery expenses, internal expenses (including, without limitation, expenses of printing certificates for Registrable Securities)all, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), fees and expenses of other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) will be borne by the Company; PROVIDED that in connection with no event shall Registration Expenses include any underwriting discounts, selling commissions, stock transfer taxes or fees attributable to the listing sale of the Registrable Securities on any securities exchange as required hereunder. In no event Securities, which shall be borne by the Company be responsible for any broker or similar commissions holder of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersRegistrable Securities.

Registration Expenses. All fees and expenses incident to the Company's performance of, of or compliance withwith this Agreement, this Agreement including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or "blue sky" laws (including reasonable fees and disbursements of counsel of the Company and counsel for the underwriters in connection with "blue sky" qualifications of the Registrable Shares) and listing on any national securities exchange or exchanges which listing may be sought, with filings required to be made with the National Association of Securities Dealers, Inc., printing expenses, messenger and delivery expenses, fees and expenses of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or "cold comfort" letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the fees and expenses of any special experts retained by the Company shall in connection with such registration, and fees and expenses of other persons retained by the Company (all such expenses being herein called "Registration Expenses") will be borne by the Company whether or not any Registrable Securities are sold pursuant to a registration statement becomes effective; provided that in no event shall Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, Expenses include any (i) all registration and filing underwriting discounts, commissions, or fees (including, without limitation, fees and expenses of attributable to the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions sale of the Registrable Securities)Shares, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all any counsel, accountants, or other Persons persons retained or employed by the Company in connection with Holders or underwriters (other than the consummation reasonable fees and expenses (of the transactions contemplated by this Agreement. In addition, which the Company shall only be responsible obligated to pay up to an aggregate maximum of $15,000) of one counsel for all Participating Holders of its internal expenses incurred Registrable Shares included in connection with the consummation Registration Statement, which counsel shall be selected by a majority in interest of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting dutiesParticipating Holders included in the Registration Statement), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or(iii) transfer taxes, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersif any.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and the fees and disbursements of one counsel for Holder not to exceed $7,500, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, ; (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and ; (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities); and (D) with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale; (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), ; (iii) messenger, telephone and delivery expenses, ; (iv) fees and disbursements of counsel for the Company, ; (v) Securities Act liability insurance, if the Company so desires such insurance insurance; (vi) reasonable fees and expenses of one (1) counsel to be purchased at the sole discretion of the Company, Holders; and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and (a) Except as otherwise provided in this Agreement, all expenses incident incidental to the Company’s performance of, of or compliance with, with this Agreement by (the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a “Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeExpenses”), without limitation, including (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) including (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or FINRA and (CB) in compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky blue sky qualifications or exemptions of the Registrable SecuritiesShares pursuant to Section 6.4(d), ); (ii) word processing, duplicating and printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesShares in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses, if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by the Shareholder); (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, ; (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses disbursements of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement independent certified public accountants (including, without limitation, all salaries the fees and expenses of its officers and employees performing legal or accounting dutiesdisbursements in connection with any “cold comfort” letters required by this Agreement), other special experts, retained by the expense Company, shall be borne by the Company. The Company shall, in any event, pay its internal expenses, the expenses of any annual audit or quarterly review, the expenses of any liability insurance, the expenses and fees for listing the fees Registrable Shares to be registered on the applicable securities exchange. All underwriting discounts, selling commissions and transfer taxes (collectively, “Selling Expenses”) incurred in connection with the offering of any Registrable Shares shall be borne by the Shareholder. For the avoidance of doubt, the Company shall not bear any Selling Expenses in connection with its obligations under this Agreement. All expenses incurred in connection with any “road shows” undertaken pursuant to Section 6.4(n) shall be borne in equal proportion by the listing of Shareholder and the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses requested by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and The Company shall pay all reasonable documented expenses incident to the Company’s performance of, of or compliance withwith its obligations under this Article II, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeincluding, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or the National Association of Securities Dealers, Inc. and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities pursuant to Section 2.3(h)), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance to be purchased at the sole discretion of the Companyincurred in connection with any road show, and (vi) fees and disbursements of all independent certified public accountants (including, without limitation, the expenses of all any “comfort” letters required by this Agreement) and any other Persons Persons, including special experts retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunderon which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. In no event shall addition, the Company shall pay the reasonable documented fees and disbursements of one firm of counsel for the Holders in connection with each registration under Article II, but the Company shall not be responsible for obligated to pay any broker or similar commissions underwriting discounts attributable to sales of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersRegistrable Securities by Holders thereof.

Registration Expenses. (a) All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeCompany, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (laws, including, without limitation, reasonable fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as provided in Section 4(g) hereof), (ii) printing expenses (expenses, including, without limitation, expenses of printing certificates for Registrable Securities)Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the Holders of the majority in Amount of Registrable Securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation Company, (vii) internal expenses of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees of the Company performing legal or accounting duties), (viii) the expense of any annual audit and audit, (ix) the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange exchange, if applicable, and (x) the expenses relating to printing, word processing and distributing all Registration Statements and any other documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all brokerage commissions with respect to any Registrable Securities sold by it and, except as required hereunder. In no event shall set forth in Section 5(b) below the Company shall not be responsible for any broker or similar commissions the fees and expenses of any Holder orcounsel, except to the extent provided accountant or advisor for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and Subject to Section 6.1, all expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, including (ia) all registration and filing fees, all fees and expenses of compliance with securities and blue sky laws (includingincluding the reasonable and documented fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities pursuant to Section 5.7), without limitation(b) all printing and copying expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses as requested by any holder of Registrable Securities), (c) all messenger and delivery expenses, (d) all fees and expenses of the Company’s independent certified public accountants and counsel and independent registered public accountants) (A) including, with respect to filings made with the Commission, (B“comfort” letters and opinions) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (Ce) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, all reasonable fees and disbursements of one single primary outside counsel and one outside local counsel for the Company in connection with Blue Sky qualifications or exemptions of the each jurisdiction that Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel Securities shall be distributed for the Companyholders thereof, (v) Securities Act liability insurance, if the Company so desires such insurance to which counsels shall be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained selected by the Company and reasonably acceptable to the Stockholder, and in connection with the consummation case of the transactions contemplated by this Agreement. In additionprimary outside counsel shall be of national standing (collectively, the Company “Registration Expenses”) shall be responsible for all borne by the Company. The Registration Expenses shall be borne by the Company regardless of whether or not any registration statement is filed or becomes effective. The Company will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance), the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded and any expenses of the Company incurred in connection with any “road show”. The Stockholder shall pay its pro rata portion (based on the listing number of Registrable Securities registered) of all underwriting discounts and commissions relating to the sale of the Stockholder’s Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersregistration.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market the trading market on which the Common Stock is then listed or quoted for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In Except as provided in any of the Transaction Documents, in no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and 's counsel, independent registered public accountantsaccountants and transfer agent) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) if not previously paid by the Company in connection with an issuer filing, with respect to any filing that may be required to be made by any broker-dealer through which a Holder intends to make sales of Registrable Securities pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, so long as the broker-dealer is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), and (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange Trading Market as required hereunder. In no event shall the Company be responsible for any broker broker-dealer or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

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

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market the OTC Bulletin Board and each other securities exchange or market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed Registrable Securities are required hereunder to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitiesbe listed), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and Special Counsel for the Holders, in the case of the Special Counsel, up to a maximum amount of $15,000.00 (viv) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (viv) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's independent public accountants. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees Registration Expenses (as defined herein) will be borne by the Company. Underwriting discounts and expenses incident commissions applicable to the performance of, or compliance with, this Agreement by the Company sale of Restricted Stock shall be borne by the Company Holder of the Restricted Stock to which such discount or commission relates, and each selling Holder shall be responsible for the fees and expenses of any legal counsel, accountants or other agents retained by such selling Holder and all other out-of-pocket expenses incurred by such selling Holder in connection with any registration under this Agreement. As used herein, the term Registration Expenses means all expenses incident to the Company's performance of or compliance with this Agreement (whether or not any Registrable Securities the registration in connection with which such expenses are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeincurred ultimately becomes effective), without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, including reasonable fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable SecuritiesRestricted Stock), (ii) rating agency fees, printing expenses (includingexpenses, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone messenger and delivery expenses, (iv) fees and disbursements of counsel for expenses incurred by the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and internal expenses of all other Persons retained incurred by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any each securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible are then listed, NASD fees (including filing fees and reasonable fees and disbursements of counsel in connection with compliance with NASD rules and regulations), and fees and disbursements of counsel for any broker or similar commissions the Company and its independent certified public accountants (including the expenses of any Holder orspecial audit or comfort letters required by or incident to such performance), except securities act liability insurance (if the Company elects to obtain such insurance), the extent provided for reasonable fees and expenses of any special experts retained by the Company in connection with such registration and the Transaction Documents, any legal fees or and expenses of other costs of persons retained by the HoldersCompany in connection with such registration.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the CommissionSEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), ) and (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, or any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (including (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, FINRA and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (includinglaws, without limitation, including any fees and disbursements of counsel for the Company underwriters in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities pursuant to Section 6(h), (ii) printing expenses (including, without limitationif applicable, expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company (“DTC”) and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the CompanyCompany (including the expenses of any opinions required by this Agreement), (v) Securities Act liability insurance, if expenses of the Company so desires such insurance to be purchased at the sole discretion of the Companyincurred in connection with any road show, and (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 6(o)(iii) hereof (including the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by the Company and (vii) reasonable fees of not more than one counsel for all other Persons retained of the holders participating in the offering; provided, however, that the Company shall be entitled to reimbursement for any registration and filing fees incurred by the Company in connection with the consummation registration of Registrable Securities withdrawn by a Stockholder pursuant to Section 2(d) (unless such registration fees can be used in connection with the transactions contemplated registration of other securities by this Agreementthe Company, including in connection with a future registration). In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be responsible for required to pay (i) fees and disbursements of any broker counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses Section 7(i)(B) and Section 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar commissions of any Holder or, except securities industry professionals) relating to the extent provided for in the Transaction Documents, any legal fees or other costs distribution of the HoldersRegistrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 7.

Registration Expenses. All fees The Company shall pay all fees, costs and expenses incident to the performance of, incurred in connection with any registration statement or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold registered offering pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includethis Article VI, without limitation, including (i) all registration and filing fees (includingfees, without limitation, and any other fees and expenses of the Company’s counsel and independent registered public accountants) (A) associated with respect to filings made with the Commission, (B) with respect to filings required to be made with the SEC, any Trading Market on which stock exchange or the Common Stock is then listed for tradingFinancial Industry Regulatory Authority, (ii) all fees and (C) expenses in connection with compliance with applicable state any securities or Blue Sky laws reasonably agreed to by the Company in writing “blue sky” laws, (includingiii) all printing, without limitationduplicating, messenger and delivery expenses, (iv) all fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and of all independent certified public accountants of the Registrable Securities), Company (ii) printing expenses (including, without limitation, including the expenses of printing certificates for Registrable Securitiesany special audit or comfort letters required by or incident to such performance), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall or quotation of the Registrable Securities on any inter-dealer quotation system, (vi) all fees and expenses of counsel for Montpelier incurred in connection with a registration, (vii) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (viii) all fees and expenses of any special experts or other Persons retained by the Company be responsible in connection with any registration, (ix) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (x) all expenses related to the “road-show” for any broker underwritten offering, including all travel, meals and lodging; provided, however, that the Company shall not be required to pay any underwriting discounts and commissions, if any, attributable to the registration or similar commissions sale of any Holder or, except securities pursuant to this Article VI and such underwriting discounts and commissions attributable such securities shall be borne by the extent provided for in the Transaction Documents, any legal fees or other costs holder of the Holderssuch securities.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be borne paid by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeCompany, including, without limitation, all (i) all registration and filing fees (including, without limitation, any fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect relating to filings required to be made with with, or the listing of any Trading Market Registrable Securities on, any securities exchange or over-the-counter trading market on which the Common Stock is then Registrable Securities are listed for tradingor quoted); (ii) underwriting expenses (other than fees, commissions or discounts); (iii) expenses of any audits incident to or required by any such registration; (iv) fees and (C) in compliance expenses of complying with applicable state securities or Blue Sky and “blue sky” laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky “blue sky” qualifications or exemptions of the Registrable Securities), ; (iiv) printing expenses expenses; (including, without limitation, expenses of printing certificates for Registrable Securities), (iiivi) messenger, telephone and delivery expenses, ; (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany’s counsel and accountants; and (viii) Financial Industry Regulatory Authority, Inc.’s filing fees (if any). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), ) and the expense of any annual audit audits. All Selling Expenses relating to the offer and the fees and expenses incurred in connection with the listing sale of the Registrable Securities on any securities exchange as required hereunder. In no event registered under the Securities Act pursuant to this Agreement shall be borne and paid by the Company be responsible for any broker or similar commissions of any Holder orHolders, except in proportion to the extent provided number of Registrable Securities included in such registration for in the Transaction Documents, any legal fees or other costs of the Holderseach such Holder.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market trading market on which the Common Stock is then listed for trading, and (C) in xxxxxxx.xx compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with the FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementAgreement and (vii) reasonable fees and disbursements of a single special counsel for the Holders (selected by Holders of the majority of the Registrable Securities requesting such registration), up to $2,000 for each registration. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), and (D) if not previously paid by the Company in connection with Section 3(h) above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of at least one third of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company's performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeincluding, without limitation, limitation (i) all registration and filing fees (includingfees, without limitation, all fees and expenses of the Company’s counsel and independent registered public accountants) (A) associated with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on the NASD, as may be required by rules and regulations of the NASD (other than fees required in excess of fees which would otherwise pertain in the Common Stock event that Shareholders is then listed for tradinga member of the NASD), fees and (C) in expenses of compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, including fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of for the Registrable SecuritiesShares), (ii) if any, rating agency fees, printing expenses (including, without limitation, including expenses of printing certificates for Registrable Securities)the Shares in a form eligible for deposit with the Depository Trust Company and of printing prospectuses, (iii) messenger, telephone messenger and delivery expenses, (ivii) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the (iii) fees and expenses incurred of counsel for the Company and its independent certified public accountants (all such expenses being herein called "Registration Expenses") will be borne by the Company, all other expenses shall be borne by the Shareholders, including, without limitation, any underwriting discounts or commissions attributable to the sale of the Shares or any direct out-of-pocket expenses of Shareholders, including fees and expenses of counsel or accountants for the Shareholders. In the event that following effectiveness of the Registration Statement, it becomes necessary for the Company to prepare and file a supplemental prospectus or amended prospectus in order to maintain the effectiveness of such Registration Statement, the Company shall pay all printing costs associated with the printing of such supplemental or amended Prospectus to be distributed in connection with the listing sales of the Registrable Securities on any their securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderspursuant thereto.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the CommissionSEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, trading and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased insurance, (vi) fees and disbursements of one counsel for the Holders selected by Holders of at the sole discretion least a majority of the CompanyRegistrable Securities included in the applicable Registration Statement, not to exceed $10,000 for each such Registration Statement, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except as set forth under (vi) above and to the extent provided for in the Transaction DocumentsPurchase Agreement, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, or any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses requested by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, or any legal fees or other costs of the Holders.

Registration Expenses. All Subject to Section 6.1(b)(i), all fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeStatement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) fees with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, NASD in connection with an underwritten offering and (CB) in fees and expenses of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities"blue sky" laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) reasonable messenger, telephone and delivery expenses, (iviii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants referred to in Section 6.4(h), (v) underwriters' fees and expenses (excluding discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities), (vi) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion insurance, (vii) internal expenses of the Company, and (viviii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, (ix) the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunderand (x) the fees and expenses of any Person, including without limitation special experts, retained by the Company. In no event shall connection with any Demand Registration or Incidental Registration hereunder, the Company be responsible for any broker or similar commissions of any Holder or, except to shall reimburse the extent provided for in the Transaction Documents, any legal fees or other costs holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Requesting Holders, and other reasonable out-of-pocket expenses of the holders of Registrable Securities incurred in connection with the registration of the Registrable Securities.

Registration Expenses. All fees and Except as provided in Section 2.5 hereof, all reasonable expenses incident to the Company's performance of, of or compliance withwith this Agreement, this Agreement by the Company shall be borne by the Company whether or including, but not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitationlimited to, (i) all registration registration, filing and filing listing fees and all fees of the National Association of Securities Dealers, Inc.; (includingii) all registration, without limitationfiling, qualification and other fees and expenses of the Company’s counsel and independent registered public accountants) (A) complying with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by blue sky laws; (iii) all word processing, duplicating, printing, messenger and delivery expenses; (iv) the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and of the Registrable Securities)its independent registered public accountants, (ii) printing expenses (including, without limitation, the expenses of printing certificates any "comfort letters" required by or incident to such performance and compliance; (v) the reasonable fees and disbursements of one legal counsel selected by McDonald's (there being no obligation of the Company to pay or reimburse any fees of any separate counsel for Registrable Securitiesany other Investor); (vi) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but excluding underwriting discounts and commissions and transfer taxes, if any, relating to securities being sold by any Investor or that are otherwise not being sold or disposed of by the Company), (iii) messengerincluding, telephone and delivery expenseswithout limitation, (iv) reasonable fees and disbursements of counsel for the Company, (vunderwriter(s) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion in connection with blue sky qualifications of the Company, Registrable Shares and determination of their eligibility for investment under the laws of such jurisdictions; and (vivii) reasonable fees and expenses of all other Persons retained or employed by the Company in connection with (all such expenses being herein called "Registration Expenses"), shall be borne by the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitationbut not limited to, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and or quarterly review, the fees and expenses incurred in connection with expense of any insurance obtained by the listing Company against liabilities arising out of the public offering of the Registrable Securities Shares being registered and the expenses and fees for listing the securities to be registered on any each securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersexchange.

Registration Expenses. All fees and expenses incident to the Company’s performance of, or compliance with, of its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the CompanyCompany and of counsel for the holders selected by the holders of a majority of the Registrable Securities (not to exceed $40,000 in the aggregate inclusive of fees and expenses paid pursuant to Section 5.1 of the Purchase Agreement), (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance with, with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing preceding sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holder of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any the Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersHolder.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is Ordinary Shares then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities)expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company Issuers shall be borne by the Company Issuers whether or not any Registrable Securities Registration Statement is filed or becomes effective and whether or not any Notes, Exchange Notes or Private Exchange Notes are issued or sold pursuant to a any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc. and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesProspectuses), (iii) messenger, telephone reasonable fees and delivery expensesdisbursements of counsel for the Issuers and the Special Counsel, (iv) fees and disbursements of counsel for all independent certified public accountants referred to in Section 2(e) and Section 5(l)(iii) hereof (including, without limitation, the Companyexpenses of any special audit and "cold comfort" letters required by or incident to such performance), (v) Securities Act liability insuranceif required by applicable law, if including the Company so desires such insurance to be purchased at the sole discretion rules of the CompanyNational Association of Securities Dealers, Inc., the reasonable fees and expenses of any "qualified independent underwriter" and its counsel and (vi) fees and expenses of all other Persons persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementIssuers. In addition, the Company Issuers shall be responsible for all of its pay their internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its their respective officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities Notes, Exchange Notes or Private Exchange Notes to be registered on any securities exchange as required hereunderexchange. In no event Notwithstanding the foregoing or anything in this Agreement to the contrary, each holder of Transfer Restricted Securities shall the Company be responsible for any broker or similar pay all underwriting discounts and commissions of any Holder orunderwriters with respect to any Notes, except to the extent provided for in the Transaction Documents, any legal fees Exchange Notes or other costs of the HoldersPrivate Exchange Notes sold by it.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is ADSs are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws laws, if applicable, reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions or discounts, brokerage fees or stock transfer taxes of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, but shall exclude underwriter’s discounts and commissions and stock transfer tax applicable to sale of Registrable Securities and fees and disbursements of one counsel for the Holders (not to exceed $100,000). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall Notwithstanding the foregoing, the Company shall not be responsible required to pay for any broker or similar commissions expenses of any Holder orregistration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration); provided, except however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the extent provided for in Holders at the Transaction Documentstime of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any legal fees or other costs of the Holderssuch expenses and shall retain their rights pursuant to Section 2.

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

Registration Expenses. All fees and The Company shall pay all reasonable documented expenses incident to the Company’s performance of, of or compliance withwith its obligations under this Article II, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeincluding, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or the Financial Industry Regulatory Authority and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities pursuant to Section 2.4(h)), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance to be purchased at the sole discretion of the Companyincurred in connection with any road show, and (vi) fees and disbursements of all independent certified public accountants (including, without limitation, the expenses of all any “comfort” letters required by this Agreement) and any other Persons Persons, including special experts retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and rating agency fees and the fees and expenses of any Holder orPerson, except including special experts, retained by the Company. The Company shall not be obligated to pay any underwriting discounts attributable to sales of Registrable Securities by Holders thereof or the extent provided for in the Transaction Documents, fees and disbursements of any legal fees or other costs of counsel to the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the shares of Common Stock is are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company (including, without limitation, fees and expenses of one counsel for the Holders’ Representative with respect to the review of the Registration Statement, “Holders’ Representative Counsel”) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement, other than fees and expenses of counsel (other than the Holder’s Representative Counsel referenced above) or any other advisor retained by the Holders and discounts, fees and commissions with respect to the sale of any Registrable Securities by the Holders. The fees and expenses to referred to in the foregoing sentence to be borne by the Company shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in to effect compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing Prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (viv) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (viv) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or other trading market as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All The costs, fees and expenses incident to the Company's performance of, of or compliance withwith this Agreement, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, including (i) all registration and filing fees fees, including NASD filing fees, (including, without limitation, ii) all fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (includinglaws, without limitation, including reasonable fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)therewith, (iiiii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesShares and of printing preliminary and final prospectuses if the printing of prospectuses is requested by the Holders or the managing underwriter, if any), (iiiiv) messenger, telephone and delivery expenses, (ivv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and disbursements of all independent certified public accountants of the Company (including expenses of any "cold comfort" letters required in connection with this Agreement) and all other Persons persons retained by the Company in connection with this Agreement and the consummation of Registration Statement, (vii) all other costs, fees and expenses incident to the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection Company's performance or compliance with the consummation of the transactions contemplated by this Agreement (includingexcluding the Company's internal direct and indirect expenses, without limitationany expenses which the Company would otherwise incur, all salaries including the costs of its financial and other reporting under the Exchange Act and filings made on its own behalf under the Securities Act, any amounts payable by the Company on behalf of other sellers pursuant to other registration rights agreements or otherwise, and discounts, commissions and brokers' fees or fees of similar securities industry professionals and any transfer taxes payable by the Company, which shall be borne by the Company), shall be borne by the Holders and, if applicable, the Company, pro rata (based on the number of Registrable Shares sold by such Holders in such offering as a percentage of the total number of shares sold in the offering). The fees and expenses of its officers any persons retained by any Holder, including counsel for such Holder, and employees performing legal any discounts, commissions or accounting duties), brokers' fees or fees of similar securities industry professionals and any transfer taxes relating to the expense of any annual audit and the fees and expenses incurred in connection with the listing disposition of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company Shares by a Holder, will be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderspayable by such Holder.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, reasonable fees and expenses of the Company’s 's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) with respect to any sales of Registrable Securities in an underwritten offering any filing fees payable to FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (viv) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (viv) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) if not previously paid by the Company, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall Notwithstanding the foregoing, the Company shall be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders (including the reasonable counsel fees of the placement agent, as representative of the Holders; provided, however, that any such counsel fees of the placement agent shall not exceed $10,000 in the aggregate and any related expenses shall not exceed $10,000 in the aggregate) incurred in connection with the transactions contemplated hereby.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by the (a) The Company shall be borne by pay all of the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to incurred in the foregoing sentence shall includeconnection with its compliance with Article 2, without limitation, including (i) all registration and filing fees (includingfees, without limitation, and any other fees and expenses of the Company’s counsel and independent registered public accountants) (A) associated with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC or the NASD, (ii) all fees and (C) in expenses of compliance with applicable state securities or Blue Sky “blue sky” laws, including all reasonable fees and disbursements of one counsel in connection with any survey of state securities or “blue sky” laws reasonably agreed and the preparation of any memorandum thereon, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses related to the preparation by the Company of any Registration Statement or Prospectus, agreements with underwriters, and any other ancillary agreements, certificates or documents arising out of or related to the foregoing (including expenses of printing certificates for the Registrable Securities in writing a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (including, without limitation, iv) all fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion all independent certified public accountants of the Company, and (viv) all fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation listing of the transactions contemplated by this Agreement Registrable Securities on any securities exchange, Nasdaq, or other trading medium. In addition, in all cases the Company shall pay its internal expenses (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with of any Person, including special experts, retained by the listing Company. In addition, the Company shall pay all reasonable fees and disbursements of one law firm or other counsel selected by the holders of a majority of the Registrable Securities being registered, subject to a reasonable cap to be agreed upon by the Issuer and the holders in light of the laws and regulations existing at the time of the applicable Registration, and if there exists no material change in legal requirements imposed on any securities exchange as required hereunder. In no event shall registering holders after the date of this Agreement, then such cap will not exceed $25,000; provided, however, that the Company shall not be responsible required to pay for any broker or similar commissions expenses of any Holder or, except registration proceeding begun pursuant to Section 2.1 if the extent provided for registration request is subsequently withdrawn at the request of the Initiating Holders (in which case the Initiating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the Transaction Documentswithdrawn registration), any legal fees or other costs of the Holdersunless such Holders agree to forfeit their right to one registration pursuant to Section 2.1.

Registration Expenses. All fees and (a) Subject to the provisions of subsection (b) below, the Company shall pay all reasonable documented expenses incident to the Company’s performance of, of or compliance withwith its obligations under this Article II, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeincluding, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingSEC, all applicable securities exchanges and/or the National Association of Securities Dealers, Inc. and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, including any fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities pursuant to Section 2.3(h)), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expensesexpenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance to be purchased at the sole discretion of the Companyincurred in connection with any road show, and (vi) fees and disbursements of all independent certified public accountants (including, without limitation, the expenses of all any “comfort” letters required by this Agreement) and any other Persons Persons, including special experts retained by the Company in connection with the consummation of the transactions contemplated by this AgreementCompany. In addition, the Company shall be responsible for bear all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and rating agency fees and the fees and expenses of any Holder orPerson, except including special experts, retained by the Company. The Company shall not be obligated to pay the extent provided fees and disbursements of any counsel for the Holders in the Transaction Documentsconnection with any registration under Article II, or any legal fees underwriting fees, discounts or other costs commissions attributable to sales of the HoldersRegistrable Securities by Holders thereof.

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

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities)expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) if not previously paid by the Company, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and registration expenses incident to the performance ofincurred in connection with any registration, qualification or compliance with, this Agreement by the Company pursuant to Sections 2 through 5 herein shall be borne by the Company. Registration expenses shall include all expenses incurred by the Company whether or not any Registrable Securities are sold pursuant incident to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) performance of or compliance with this Agreement with respect to filings made any registration in complying with the CommissionSections 2, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading3 and 4 hereof, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation preparation of a prospectus, printing, registration and filing fees, printing fees and expenses, fees and disbursements of counsel, accountants and other advisors for the Company, reasonable fees and disbursements of a single special counsel for the Holders (selected by Holders of the transactions contemplated by this Agreement (includingmajority of the Registrable Securities requesting such registration), without limitationtaxes, all salaries fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of its officers the Financial Industry Regulatory Authority or any securities exchange on which the Ordinary Shares of the Company are then listed, fees of transfer agents or registrars and employees performing legal or accounting duties), the expense of any annual audit special audits incident to or required by any such registration. Notwithstanding the foregoing, however, all underwriters’ discounts and commissions in respect of the fees and expenses incurred sale of Registrable Securities shall be paid by the Holders, pro rata in connection accordance with the listing number of Registrable Securities sold in the offering. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 or Section 4.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities on any securities exchange as required hereunder. In no to be registered (in which case all 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 demand registration pursuant to Section 2.1 or Section 4.1, respectively; provided however, that in the event shall that such withdrawal is based upon material adverse information relating to the Company be responsible for any broker that is different from the information that was known or similar commissions of any Holder or, except to the extent provided Holders requesting registration at the time of their request for registration, in which event such registration shall not be treated as a counted registration for purposes of Section 2 or 4, as the Transaction Documentscase may be, any legal fees or other costs of and the HoldersHolders shall not bear the registration expenses for such registration.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance with, with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Company, (v) reasonable fees and disbursements of counsel to the Holders, in an amount not to exceed $35,000, (vi) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vivii) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s 's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, trading and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), ; (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), expenses; (iii) messenger, telephone and delivery expenses, ; (iv) fees and disbursements of counsel for the Company, ; (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, insurance; and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), ) and the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of Investor or any Holder or, except fees payable to the extent provided for Transfer Agent in connection with the Transaction Documents, sale of any legal fees or other costs of the HoldersRegistrable Securities by Investor.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable fees and disbursements of a single counsel for all of the holders of Registrable Securities in connection with the registration, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance insurance, (vi) reasonable fees and expenses of one counsel to be purchased at the sole discretion of the Company, Holders (up to $10,000); and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants, but excluding any fees and expenses of any Holder’s counsel relating to the review of any Registration Statement and all related drafts and prospectuses) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is warrants or ordinary shares are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees The Company shall bear all costs and expenses incident incurred in connection with any Demand Registration pursuant to the performance ofSection 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration effected pursuant to Section 2.3 or compliance withSection 2.4, and all expenses incurred in performing or complying with its other obligations under this Agreement by the Company shall be borne by the Company Agreement, whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeStatement becomes effective, including, without limitation, : (i) all registration and filing fees fees; (including, without limitation, ii) fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky “blue sky” laws reasonably agreed to by the Company in writing (including, without limitation, including fees and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), ; (iii) messenger, telephone and delivery printing expenses, ; (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its ’s internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting dutiesemployees), the expense of any annual audit and ; (v) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall by Section 3.1.11; (vi) any other fees and expenses associated with filings required to be made with the Financial Industry Regulatory Authority or any other regulatory authority and, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in NASD Rule 2720 (or any successor provision); (vii) fees and disbursements of counsel for the Company be responsible and fees and expenses for any broker independent certified public accountants retained by the Company (including the expenses or similar commissions costs associated with the delivery of any Holder or, except opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel for the Investor and one legal counsel for each NPS Investor in connection with any such registration or offering (together in each case with any local counsel). The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the extent provided for in Registrable Securities being sold by the Transaction Documentsholders thereof, which underwriting discounts or selling commissions shall be borne by such holders. The holders shall not be required to pay any legal fees or other costs or expenses in connection with any registration or offering made pursuant to this Agreement, other than their pro rata portion of underwriting discounts or selling commissions and any fees and expenses of legal counsel not otherwise paid by the HoldersCompany pursuant to this Section 3.3.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance with, with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing preceding sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance with, with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions and all legal fees) shall be borne by the Company whether or not any Registrable Securities are sold or transferred pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) reasonable fees and disbursements of counsel for the Company, (v) reasonable fees and disbursements of one (1) counsel to the Holders, in an amount not to exceed $35,000, (vi) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (viv) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees The Company shall pay all expenses (other than underwriting discounts and expenses commissions) arising from or incident to the performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeAgreement, including, without limitation, (ia) all SEC, stock exchange and NASD registration and filing fees, (b) all fees and expenses incurred in complying with securities or blue sky laws (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commissionreasonable fees, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees charges and disbursements of counsel for the Company in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), (iic) printing all printing, messenger and delivery expenses, (d) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any special audits incident to or required by any registration or qualification) and (e) any liability insurance or other premiums for insurance obtained (which insurance the Company agrees to use its best efforts to obtain upon the reasonable request of any seller of Registrable Securities) and the reasonable fees, charges and expenses of printing certificates for any special experts (provided that a seller of Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for Securities shall give notice to the Company, (v) Securities Act liability insuranceas soon as practicable, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (viretention of any such special experts) fees and expenses of all other Persons retained by the Company in connection with any requested Demand Registration or Piggy-Back registration pursuant to the consummation terms of the transactions contemplated by this Agreement, regardless of whether the registration statement filed in connection with such registration is declared effective. In additionconnection with each registration hereunder, the Company shall be responsible reimburse the Holders for all the reasonable fees, charges and disburse ments of its internal expenses incurred a single law firm ("Holders' Counsel") designated by the Holders holding in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing aggregate a majority of the Registrable Securities on included in any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except such registration to the extent provided for in the Transaction Documents, any legal fees or other costs represent each of the HoldersHolders with respect to such registration. All of the expenses described in this Section 7 are referred to in this Agreement as "Registration Expenses."

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed or quoted for trading, (B) with respect to filings with FINRA by any underwriter’s counsel for compensation review pursuant to FINRA Rule 5110, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of incurred by any Holder or, except to the extent provided for in the Transaction DocumentsAgreements, any legal fees or other costs cost of the HoldersHolders in connection with this Agreement.

Registration Expenses. All The Company shall bear all fees and expenses incident to incurred in connection with the performance of, or compliance with, this Agreement by the Company shall be borne by the Company of its obligations under Section 2 and 3 of this Agreement whether or not any Registrable Securities of the Shelf Registration Statements are sold pursuant to a Registration Statementdeclared effective. The Such fees and expenses referred to in the foregoing sentence ("REGISTRATION EXPENSES") shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (Bx) with respect to filings required to be made with any Trading Market on which the Common New York Stock is then listed for tradingExchange, and (Cy) in of compliance with applicable federal and state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)laws, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities in a form eligible for deposit with The Depository Trust Company), (iii) messenger, telephone duplication and delivery expensesmailing expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company, Company and the fees and disbursements of one counsel chosen by the Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (v) Securities Act liability insurance, if the Company so desires such insurance with Holders of Notes deemed to be purchased at the sole discretion Holders, for purposes of this Section, of the Companynumber of outstanding shares of Underlying Common Stock into which such Notes are or would be convertible, and not including, for this purpose only, any shares of Common Stock payable as a Make-Whole Premium (vias defined in the Indenture) fees and expenses upon conversion of all other Persons retained by the Company any Note) in connection with the consummation Shelf Registration Statement, and (v) fees and disbursements of the transactions contemplated by this AgreementTrustee and its counsel and of the registrar and transfer agent for the Common Stock. In addition, the Company shall be responsible for all of its pay the internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange as required hereunder. In no event shall on which similar securities of the Company be responsible for any broker or similar commissions are then listed and the fees and expenses of any Holder orperson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

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

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading the Principal Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses requested by the Holders), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriter, broker or similar commissions of any Holder or fees or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is ADSs are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws laws, if applicable, reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, Depositary and Transfer Agent fees. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and (a) Subject to Section 5(b) below, all expenses incident to the Company’s performance of, of or compliance withwith this Agreement, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) including all registration and filing fees (including, without limitationfees, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (includingblue sky laws, without limitationprinting expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)custodians, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insuranceand fees and disbursements of all independent certified ·public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the Company so desires such insurance to be purchased at the sole discretion meaning of the Companyrules of the National Association of Securities Dealers, Inc. (in each case, excluding discounts and commissions), and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation or by holders of Investor Registrable Securities or their affiliates on behalf of the transactions contemplated by Company (all such expenses being herein called “Registration Expenses”), shall be borne as provided in this Agreement. In addition, except that the Company shall be responsible for all of shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Notwithstanding the foregoing, if a Demand Registration is withdrawn at the request of the Investors requesting the Demand Registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investor after the date on which such registration was requested) and expenses incurred if those Investors elect not to have such registration counted as a registration requested under Section 1, the Investors electing to participate in connection the Demand Registration shall pay the Registration Expenses of such registration pro rata in accordance with the listing number of the their Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for included in the Transaction Documents, any legal fees or other costs of the Holderssuch registration.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed or quoted for trading, (B) with respect to filings with FINRA by any underwriter’s counsel for compensation review pursuant to FINRA Rule 5110, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securitieslaws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities and of printing prospectuses if the printing of prospectuses is reasonably requested by a Holder), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of incurred by any Holder or, except to the extent provided for in the Transaction DocumentsDocuments (as defined in the Purchase Agreement), any legal fees or other costs cost of the HoldersHolders in connection with this Agreement.

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

Registration Expenses. All fees and expenses Registration Expenses incident to the Parties’ performance of, of or compliance with, with their respective obligations under this Agreement by the Company (in each case, excluding any Selling Expenses) shall be borne by the Company Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or “Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSky” laws), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable SecuritiesSecurities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel counsel, auditors, accountants and independent petroleum engineers for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this AgreementAgreement and (vii) reasonable fees and expenses of one counsel to the Holders reasonably acceptable to the Company and selected by the Holders that hold a majority of the Registrable Securities to be included in such filing in connection with the filing or amendment of any Registration Statement or Prospectus hereunder. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including expenses payable to third parties and including all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersTrading Market.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) if not previously paid by the Company with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expensesexpenses incurred by the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. The provisions of this Section 4 shall also apply with respect to the February Registration Statement.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (viii) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (viiv) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

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

Registration Expenses. All fees and The Company shall pay all expenses arising from or incident to the its performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeAgreement, including, without limitation, (i) all Commission, stock exchange and NASD registration and filing fees fees, (including, without limitation, ii) all fees and expenses of the Company’s counsel and independent registered public accountants) (A) incurred in complying with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky "blue sky" laws reasonably agreed to by the Company in writing (includingincluding reasonable fees, without limitation, fees charges and disbursements of counsel for the Company to any underwriter incurred in connection with Blue Sky "blue sky" qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable SecuritiesSecurities as may be set forth in any underwriting agreement), (iii) messengerall printing, telephone messenger and delivery expenses, (iv) fees the fees, charges and disbursements expenses of one counsel for to the CompanyCompany and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any "cold comfort" letters or any special audits incident to or required by any registration or qualification) and, in the case of Demand Registration or an S-3 Registration, any legal fees, charges and expenses of one special counsel selected by the Initiating Holders or the S-3 Initiating Holders, as the case may be, (v) Securities Act any liability insuranceinsurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, if Incidental Registration or S-3 Registration pursuant to the Company so desires terms of this Agreement, regardless of whether such insurance to be purchased at the sole discretion of the Company, Registration Statement is declared effective and (vi) fees and expenses disbursements of all other Persons retained by the Company in connection with the consummation underwriters, selling brokers, dealers, managers and similar securities industry professionals relating to distribution of Registrable Securities. All of the transactions contemplated by expenses described in the preceding sentence of this Agreement. In addition, the Company Section 7(d) are referred to herein as "Registration Expenses." The Designated Holders of Registrable Securities sold pursuant to a Registration Statement shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), bear the expense of any annual audit broker's commission or underwriter's discount or commission relating to registration and sale of such Designated Holders' Registrable Securities in proportion to the number of Registrable Securities that each Designated Holder shall have registered pursuant to such Registration Statement and, subject to clause (iv) above, shall bear the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderstheir own counsel.

Registration Expenses. (a) All fees costs and expenses incident to the performance of, incurred or compliance with, this Agreement by the Company shall be borne by the Company whether sustained in connection with or not any Registrable Securities are sold arising out of each registration pursuant to a Registration Statement. The fees Sections 2 and expenses referred to in the foregoing sentence shall include3 hereof, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, including reasonable fees and disbursements of counsel for the Company underwriters in connection with Blue Sky qualifications or exemptions the blue sky qualification of the Registrable Securities), (ii) printing expenses (includingexpenses, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel representing the Holders of Registrable Securities, such counsel to be selected by the Holders of a majority of the Registrable Securities to be included in such registration, fees and disbursements of all independent certified public accountants (v) Securities Act liability insuranceincluding the expenses relating to the preparation and delivery of any special audit or "cold comfort" letters required by or incident to such registration), if and fees and disbursements of underwriters (excluding discounts and commissions), the reasonable fees and expenses of any special experts retained by the Company so desires such insurance to be purchased of its own initiative or at the sole discretion request of the Companymanaging underwriters in connection with such registration, and (vi) fees and expenses of all (if any) other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition(all such costs and expenses being herein called, collectively, the "Registration Expenses"), will be borne and paid by the Company. The Company shall be responsible for all of will, in any case, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any each securities exchange as required hereunder. In no event shall on which similar securities of the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersare then listed.

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

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

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)) and (D) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) the reasonable and documented legal fees of a single external counsel to the Holders, not to exceed $15,000 per Registration Statement seeking to register Registrable Securities held by any of them, (vi) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vivii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses Registration Expenses incident to the Parties’ performance of, of or compliance with, with their respective obligations under this Agreement by the Company or otherwise in connection with any Demand Registration, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses) shall be borne by the Company Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence “Registration Expenses” shall include, without limitation, (i) all registration and filing fees (including, without limitation, including fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or “Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSky” laws), (ii) printing expenses (including, without limitation, including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable SecuritiesSecurities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, (vii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show” and (viii) reasonable and documented fees and disbursements of one or more counsel selected by the Holders of Registrable Securities included in the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including expenses payable to third parties and including all salaries and expenses of its their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersTrading Market.

Registration Expenses. All fees and expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all (a) registration and filing fees, all fees and expenses of the Company’s counsel compliance with securities and independent registered public accountants) (A) with respect to filings made with the Commission“blue sky” laws, (Bb) fees and expenses associated with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing NASD (including, without limitationif applicable, the fees and disbursements expenses of counsel for the Company any “qualified independent underwriter” as such term is defined in connection with Blue Sky qualifications or exemptions Schedule E of the Registrable Securitiesby-laws of the NASD), (iic) printing expenses (including, without limitation, expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities), (iii) messenger, telephone and delivery copying expenses, (ivd) fees messenger and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, delivery expenses and (vie) fees and expenses of all other Persons retained the Company’s independent certified public accountants and counsel (including, without limitation, with respect to “comfort” letters and opinions) (collectively, the “Registration Expenses”) shall be borne by the Company in connection with Company, regardless of whether a registration is effected; provided, however, that each Selling Holder shall pay (i) its portion of all underwriting discounts, commissions and transfer taxes, if any, relating to the consummation sale of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for such Selling Holder’s Registrable Securities and (ii) all fees and expenses of its internal expenses outside counsel incurred in connection with the consummation of the transactions contemplated by this Agreement any registration or offering. The Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees and expenses incurred in connection with for listing the listing of the Registrable Securities securities to be registered on any each securities exchange as required hereunder. In no event shall and included in each established over-the-counter market on which similar securities issued by the Company be responsible for any broker are then listed or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holderstraded.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is Ordinary Shares are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeArticle IX, without limitation, (i) including all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, all fees and expenses associated with filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including, without limitationif applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in the rules of FINRA), all fees and expenses of compliance with securities and “blue sky” laws, all printing (including expenses of printing certificates for the shares of Common Stock in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of shares being registered) and copying expenses, all messenger and delivery expenses, all fees and expenses of the Company’s independent certified public accountants and counsel and independent registered public accountants) (A) including with respect to filings made with the Commission, (B“comfort” letters and opinions) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained one firm of counsel to the Initial Shareholders selling in such registration (the “Registration Shareholders”) (which firm shall be selected by the Company in connection with the consummation Registration Shareholders that hold a majority of the transactions contemplated by this Agreement. In additionshares included in such registration) (collectively, the Company “Registration Expenses”) shall be responsible for all borne by the Company, regardless of whether a registration is effected. The Company will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the expense of any liability insurance) and the expenses and fees and expenses incurred in connection with for listing the listing of the Registrable Securities shares to be registered on any each securities exchange as required hereunder. In no event shall and included in each established over-the-counter market on which similar securities issued by the Company be responsible for any broker are then listed or similar traded. Each Registration Shareholder shall pay its portion of all underwriting discounts and commissions of any Holder orand transfer taxes, except if any, relating to the extent provided for in the Transaction Documents, sale of such Registration Shareholder’s shares pursuant to any legal fees or other costs of the Holdersregistration.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance with, with its obligations under this Agreement by the Company (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, trading and (CB) in with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holder), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expensesexpenses incurred by the Company, (iv) fees and disbursements of counsel for the Company, and (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, or any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the Company’s performance of, of or compliance with, with this Agreement shall be shared equally by the Company shall be borne by holders of Registrable Securities, on the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees one hand, and expenses referred to in the foregoing sentence shall includeCompany, on the other (including, without limitation, (i1) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for tradingNational Association of Securities Dealers, Inc., and (CB) in of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, reasonable fees and disbursements of counsel for the Company underwriters or selling holders in connection with Blue Sky qualifications or exemptions of the Registrable SecuritiesSecurities under the laws of such jurisdictions as the managing underwriters or holders of a majority in number of the Registrable Securities being sold may designate), (ii2) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities)expenses, (iii3) messenger, telephone and delivery expenses, (iv4) fees and disbursements of counsel for the CompanyCompany and Special Counsel, (v5) fees and disbursements of all independent certified public accountants of the Company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (6) Securities Act liability insurance, insurance if the Company in its sole discretion so desires such insurance to be purchased at the sole discretion of the Company, and (vi7) fees and expenses of all other Persons retained by the Company (all such expenses being herein called “Registration Expenses”)) whether or not any Registration Statement becomes effective. The Company shall, in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of pay its internal general expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any each securities exchange as required hereunder. In no event shall on which similar securities issued by the Company are then listed or to be responsible for any broker or similar commissions listed in connection with such registration and rating agency fees and the fees and expenses of any Holder orPerson, except to including special experts, retained by the extent provided for in the Transaction Documents, any legal fees or other costs of the HoldersCompany.

Registration Expenses. All fees and The Company shall pay all expenses arising from or incident to the its performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeAgreement, without limitation, including (i) all SEC, stock exchange and FINRA registration and filing fees (includingincluding fees, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees charges and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)FINRA registration) and filing fees, (ii) printing all fees and expenses incurred in complying with securities or “blue sky” Laws (includingincluding reasonable fees, without limitation, expenses charges and disbursements of printing certificates for counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable SecuritiesSecurities as may be set forth in any underwriting agreement), (iii) messengerall printing, telephone messenger and delivery expenses, (iv) fees and disbursements of counsel for the Companyreasonable fees, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees charges and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement Holders’ Counsel (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and including the fees charges and expenses incurred in connection with any amendments to a Registration Statement), (v) the listing reasonable fees, charges and expenses of counsel to the Company and of its independent certified public accountants and any other accounting fees, charges and expenses incurred by the Company (including any expenses arising from any “cold comfort” letters or any special audits incident to or required by any registration or qualification), regardless of whether such Registration Statement is declared effective, and (vi) any depository or other fees under the Deposit Agreement. All of the expenses described in the preceding sentence of this Section 7.3 are referred to herein as “Registration Expenses.” It is understood and agreed by the parties to this Agreement that the Company's obligation to reimburse the fees and disbursements of Holder's Counsel shall be limited to $80,000 for each registration undertaken by the Company under this Agreement. The Designated Holders of Registrable Securities on any securities exchange as required hereunder. In no event sold pursuant to a Registration Statement shall bear the Company be responsible for any broker or similar commissions expense of any Holder or, except broker’s commission or underwriter’s discount or commission relating to the extent provided for in the Transaction Documents, any legal fees or other costs registration and sale of the such Designated Holders’ Registrable Securities.

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

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the CommissionSEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, trading and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities 1933 Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, or any legal fees or other costs of the Holders.

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

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (CB) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities“blue sky” laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, but shall exclude underwriter’s discounts and commissions and stock transfer tax applicable to sale of Registrable Securities and fees and disbursements of one counsel for the Holders (not to exceed $100,000). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall Notwithstanding the foregoing, the Company shall not be responsible required to pay for any broker or similar commissions expenses of any Holder orregistration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration); provided, except however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the extent provided for in Holders at the Transaction Documentstime of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any legal fees or other costs of the Holderssuch expenses and shall retain their rights pursuant to Section 2.

Registration Expenses. All fees and expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall includeAgreement, without limitation, (i) all registration and filing fees (including, without limitation, all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, all printing and copying expenses, all messenger and delivery expenses, all fees and expenses of underwriters and sales and placement agents in connection therewith (excluding discounts and commissions of such underwriters or placement agents), all fees and expenses of the Company’s independent certified public accountants and counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees with respect to “comfort” letters and disbursements opinions) (collectively, the “Registration Expenses”) shall be borne by the Company. Notwithstanding the foregoing, all underwriting discounts and commissions allocable to each Investor selling, or effecting the sale of, Registrable Securities on its own behalf or on behalf of counsel any of its Affiliates shall be borne by such Investor. Other than in the case of a Demand Registration, the Company shall not be responsible for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Company, and (vi) fees and expenses of all other Persons any counsel, or any of the accountants, agents, or experts retained by the Company Investors in connection with the consummation sale of Registrable Securities, provided, however, that in the transactions contemplated by this Agreement. In additioncase of a Demand Registration, the Company shall be responsible for all the reasonable fees and expenses of one counsel, who shall be selected by the Demanding Investor. The Company will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and expenses incurred included in connection with each established over-the-counter market on which similar securities issued by the Company are then listed or traded or for listing of the Registrable Securities on any securities other exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holdersautomated quotation system.

Registration Expenses. All fees and expenses incident to the performance of, of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement or the Existing Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance to be purchased at the sole discretion of the Companyinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.