Common use of Expenses of Registration Clause in Contracts

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursementsdisbursements of one counsel, not to exceed $40,00040,000 per registration, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the financial condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications each registration pursuant to Section 2Sections 4.1, 4.2, 4.3 and 4.4 of this Agreement, excluding underwriters’ discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities, shall be paid by the Registrant, including without limitation all registration, filing, filing and qualification fees; , word processing, duplicating, printers’ and accounting fees (including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance), fees of the Financial Industry Regulatory Authority or listing fees; , messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees and disbursements of counsel for the Company; Registrant, and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), which counsel shall be borne and paid selected by the CompanyHolders holding a majority in interest of the Registrable Securities being registered); provided, however, that the Company shall not be required to pay for any expenses of any if a registration proceeding begun request pursuant to Section 2.1 if the registration request Sections 4.1, 4.2, 4.3 or 4.4 of this Agreement is subsequently withdrawn at the request of the Holders of a majority number of the Registrable Securities such that the remaining Holders requesting registration would not have been able to be registered (in which case all selling request registration under the provisions of such Section, such withdrawing Holders shall bear such expenses pro rata based upon expenses. The Holders shall bear and pay the number of Registrable Securities that were underwriting commissions and discounts applicable to be included securities offered for their account in the withdrawn registration)connection with any registrations, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration filings and qualifications made pursuant to Section 2.1(a); provided further that ifthis Agreement. For the avoidance of doubt, at any expenses paid by the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered Registrant pursuant to this Section 2 4.7 shall only be borne expenses incurred in connection with the registrations pursuant to Sections 4.1, 4.2, 4.3 and paid by the Holders pro rata on the basis 4.4 of the number of Registrable Securities registered on their behalfthis Agreement as set forth herein.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Initiating Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsection 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration of their registrations pursuant to Section Subsection 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00030,000, of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of at least a majority of the Registrable Securities, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable and documented fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00025,000 per registration, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications all registrations pursuant to Section 24.2, including in connection with all registration, filingdemand registrations under Section 4.1, and qualification fees; printers’ and accounting fees; fees and disbursements in connection with the first three (3) S-3 registrations under Section 4.3 by each of counsel for the Company; Series E Registrable Securities and the reasonable fees and disbursementsNovation Registrable Securities, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”)respectively, shall be borne and paid by the Company; provided, however, that . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata with the Company shall not be required to pay for any expenses and among each other on the basis of any the number of shares so registered. Notwithstanding the foregoing sentence, if a registration proceeding begun pursuant to Section 2.1 if the registration request 4.1 or 4.3 is subsequently withdrawn at by the request of the Holders, either (a) if Holders of a majority all of the Registrable Securities to be have been registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration)agree, unless then the Holders of a majority of the Registrable Securities agree to have been registered shall bear all such Registration Expenses pro rata on the basis of the number of shares to have been registered, or (b) if all such Holders do not agree, then the Initiating Holders will forfeit their right to one registration pursuant to Section 2.1(a); provided further that ifsuch section, and the Company shall bear such Registration Expenses. Notwithstanding the foregoing, however, if at the time of such the withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Initiating Holders at the time of their request and have withdrawn request, of which the request with reasonable promptness after learning Company had received notice prior to the time of such information the request, then the Holders shall not be required to pay any of such expenses and shall not said Registration Expenses or to forfeit their the right to one demand registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 or S-3 registration, as the case may be, and the Company shall be borne and paid by pay the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfsame.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of a majority in interest of the Registrable Securities, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities then outstanding and held by the Holders agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; and provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders (“Selling Holder Counsel”)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 or Section 2.3 if the registration request is subsequently withdrawn at the request of the Required Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Required Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a)2.1 or Section 2.3, as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)2.1 or Section 2.3. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of at least a majority in interest of the Registrable Securities to be included in the applicable registration, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Required Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)) or Section 2.1(b) , as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; and fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications two Registrations pursuant to Section 26.1, including all registration, filing, filing and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for maintaining the Company; and the reasonable fees and disbursements, not to exceed $40,000, effectiveness of one counsel for Resale Registration Statement in accordance with this Agreement, any underwritten offering under the selling Holders (“Selling Holder Counsel”)Resale Registration Statement pursuant to Section 6.5 and unlimited Registrations pursuant to Section 7, shall be borne and paid by the Company; provided. All Registration Expenses incurred in connection with any other Registration, howeverqualification, that or compliance, shall be apportioned among the Holders and other holders of the securities so registered on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 2.1 6 if the registration Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration demand Registration pursuant to Section 2.1(a)Sections 6.1 or 6.2, as applicable; provided further further, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that Material Adverse Event not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information request, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a)6. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders holders of the securities Registered pro rata on the basis of the number of Registrable Securities registered on their behalfshares Registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, filings or qualifications pursuant to Section 21, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , and the fees and disbursements of counsel for the Company; , and the reasonable fees and disbursements, not to exceed $40,00035,000, of one special counsel for all of the selling Holders (“Selling Holder Counsel”)who elect to include their Registrable Securities in any such registrations, filings or qualifications shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a1.2(a) or Section 1.2(b), as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a1.2(a) or Section 1.2(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 1 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, filings or qualifications pursuant to this Section 2, including all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; , and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by them with the approval of the Company, which approval shall not be unreasonably withheld and which fees and disbursements shall not exceed $30,000 in the aggregate, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a)2.1; provided further further, however, that if, at the time of such withdrawal, the Holders shall (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness after following learning of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one demand registration pursuant to Section 2.1(a)2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 22 or pursuant to an IPO, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders (“Selling Holder Counsel,”) or, in the case of an IPO, the Major Investors (“ Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2, including all registration, filing, filing and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the selling Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable and documented fees and disbursementsdisbursements actually incurred by the selling Holders, not to exceed $40,000100,000, of for one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of at least 65% of the Registrable Securities, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least 65% of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority at least 65% of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 hereof shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, condition or prospects business of the Company from that known to the Holders at the time of their request and the Holders of a majority of the Registrable Securities to be registered have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a)Sections 2.1 and 2.3 of this Agreement. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of at least a majority in interest of the Registrable Securities to be included in the applicable registration, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Required Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a2.l(a) or Section 2.l(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a2.l(a) or Section 2.l(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expensesunderwriting discounts and commissions, stock transfer taxes and fees of counsel to the selling shareholders (except as set forth below)) incurred in connection with registrations, filings, filings or qualifications pursuant to Section 21.2, Section 1.3 and Section 1.10, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”not to exceed $35,000), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2(a) or Section 1.10 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least 65% of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included registered in the withdrawn registration), ) unless the such Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a)1.2(a) or Section 1.10, as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request requestor could have not been reasonably known given the prior communication or information provided by the Company to the Holders and (ii) have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this 1.2(a) or Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.10.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed (i) $40,000100,000 in the aggregate for all registration pursuant to this Agreement or (ii) $25,000 with respect to any single registration pursuant to this Agreement, in each case, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00025,000, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“”Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1; provided further further, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following the earlier of the disclosure by the Company of such information material adverse change or the Holders becoming aware of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a)Sections 2.1 and 2.3 of this Agreement. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (other than Selling Expenses, which shall be borne by the Holders as provided herein) incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2, including all (a) registration, filing, and qualification fees; , (b) printers’ and accounting fees; , (c) fees and disbursements of counsel for the Company; Company and (d) the reasonable fees and disbursements, not to exceed $40,000, disbursements of one (1) counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to be registered in such registration elect not to pay the registration expenses therefor and forfeit their right to one (1) demand registration statement pursuant to Section Subsection 2.1(a); provided further provided, further, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsection 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. (a) All expenses Registration Expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000100,000, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 2.1, including 2.2 and 2.3 of this Agreement, including, without limitation, all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), not to exceed $100,000 per registration) shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 or Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration)) unless, unless in the case of a registration requested under Section 2.1 of this Agreement, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a)2.1 of this Agreement and; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to Sections 2.1 and 2.3 of this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfAgreement.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders selected by a majority in interest of the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications (i) two registrations pursuant to Section 2, including (ii) all registration, filingregistrations pursuant to Section 3, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not (iii) all registrations pursuant to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”)Section 4, shall be borne and paid bome by the Company. Notwithstanding the foregoing, in the event that Initiating Holders cause the Company to begin a registration pursuant to Section 2, and the request for such registration is subsequently withdrawn by the Initiating Holders or such registration is not completed due to failure to meet the net proceeds requirement set forth in such section, all Holders shall be deemed to have forfeited their right to one registration under Section 2, unless the Holders requesting to register their Registrable Securities pay for, or reimburse the Company for, the Registration Expenses incurred in connection with such withdrawn or incomplete registration pro rata on the basis of the number of Registrable Securities to have been registered therein; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the such Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the such Holders at the time of their request request, and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the such Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a)2. All Unless otherwise stated, all Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders and all other registration expenses shall be borne and paid by the Holders holders of such securities pro rata on the basis of the number of Registrable Securities shares so registered on their behalfor proposed to be so registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00025,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Securities, or in the case of any demand made by AZ pursuant to Section 2.1(a), at the request of AZ, to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided provided, further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 2.1, including 2.2 and 2.3 of this Agreement, including, without limitation, all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), not to exceed $35,000) shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 or Section 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority at least fifty-two percent (52%) of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless in the case of a registration requested under Section 2.1 or 2.3, respectively, the Holders of a majority at least fifty-two percent (52%) of the Registrable Securities to be registered agree to forfeit their right to one registration pursuant to Section 2.1(a)2.1 or 2.3, respectively; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to Sections 2.1 and 2.3 of this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfAgreement.

Expenses of Registration. All expenses (expenses, other than Selling Expenses) the underwriting discounts and selling commissions applicable to the sale of the Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of the Registrable Securities sold in such Registration), incurred in connection with registrationsRegistrations, filings, filings or qualifications pursuant to Section 2this Agreement, including without limitation, all registrationRegistration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the other reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”)disbursement, shall be borne and paid by the Company; provided. The Company shall not, however, that the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 2.1 2.1(a) or Section 2.1(b) of this Agreement if the registration Registration request is subsequently withdrawn at the request of the Preferred Majority Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of the Registrable Securities that were to be included thereby Registered in the withdrawn registrationRegistration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the conditionconditions, business, business or prospects of the Company from that those already known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne pay any and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfall such expenses.

Expenses of Registration. All expenses (expenses, other than Selling Expenses) underwriting discounts and commissions, incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 1.2, 1.3 and 1.4 including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , and the fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)which may be counsel for the Company) up to a maximum of $50,000, shall be borne and paid by the Company; provided. Each Holder participating in a registration pursuant to this Section 1 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it is declared effective) of all discounts, however, that commissions or other amounts payable to underwriters or brokers in connection with such offering and the fees and disbursements of any counsel for the participating Holders in excess of $50,000. The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a)1.2; provided further that iffurther, however, that, if at the time of such withdrawal, the Holders shall (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.2.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed twenty-five thousand dollars ($40,00025,000), of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(aSubsections 2.1 (a) or 2.1(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00025,000, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expensesunderwriting discounts and commissions and stock transfer taxes applicable to the securities registered by the Holders) incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable and customary fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), not to exceed $50,000 for each registration or underwritten offering shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding or offering begun pursuant to Section 2.1 1.2 or Section 1.3 if the registration or offering request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or sold in such offering (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.3, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a)1.3; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne Sections 1.2 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.3 without any such forfeiture.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, disbursements (not to exceed $40,000, 50,000) of one counsel for the selling Holders (“Selling Holder Counsel”), selected by Holders of a majority of the Registrable Securities to be registered) shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of (i) more than three (3) registrations pursuant to Section 1.3 and (ii) any registration proceeding begun pursuant to Section 2.1 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2 or 1.4, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a); provided further 1.2 or 1.4 (as applicable) and provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne 1.2 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000 per registration, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 1.2, including 1.3 and 1.4, including, without limitation, all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders chosen by holders of a majority of the Registrable Securities included in such registration (“Selling Holder Counsel”), not to exceed $30,000) shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a); provided further 1.2 and provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, condition or prospects business of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne Sections 1.2 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 23, including all registration, filing, and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; , and the reasonable fees and disbursementsdisbursements of one Selling Holder Counsel, not to exceed $40,000, of one 30,000 (unless such counsel for the selling Holders (“Selling Holder Counsel”is required to deliver any legal opinion(s) in connection therewith), shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 3.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a)3.1.1 or Section 3.1.2, as the case may be, during the applicable time period described therein; provided further that that, if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to (x) pay any of (and the Company shall pay all) such expenses and shall not or (y) forfeit their right to one registration pursuant to Section 2.1(a)3.1.1 or Section 3.1.2. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 3 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 (Demand Registration) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) (Form S-1 Demand) or 2.1(b) (Form S-3 Demand), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) (Form S-1 Demand) or 2.1(b) (Form S-3 Demand). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expensesunderwriting discounts and commissions (which shall be born pro rata by the Holders participating therein) incurred in connection with registrations, filings, filings or qualifications pursuant to Section Sections 2, 3 and 4 including (without limitation) all registration, filing, filing and qualification fees; printers’ , printer’s and accounting fees; , fees and disbursements of counsel for the Company; Company and, for registrations effected pursuant to Sections 2 and 4, the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not bear any expenses for registrations effected pursuant to Section 2 after three such registrations have been effected as permitted herein. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2 or Section 4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that which were to be included requested in the withdrawn registration), unless unless, in the case of a registration requested under Section 2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a)2; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request (a “Material Adverse Change”) and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information Material Adverse Change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfor 4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”); and the reasonable fees and disbursements of one counsel for the selling Founders (“Selling Founder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the voting power of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the voting power of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, condition or prospects business of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders and Founders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including including, but not limited to, all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00075,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority at least 55% of the Registrable Securities Securities, voting together as a single class on an as-converted to Common Stock basis, agree to forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications a registration pursuant to this Section 22 (excluding stock transfer taxes and underwriters’ discounts and commissions, which shall be borne by the holders of the applicable Registrable Securities), including without limitation all registration, filing, filing and qualification fees; , printers’ and accounting fees; fees (including the cost of “cold comfort” letters, if required), fees and disbursements of counsel for the Company; and the ADS, in addition to reasonable fees and disbursements, not to exceed $40,000100,000, of one (1) special counsel for the selling Holders requesting Major Stockholders (“Selling Holder Counsel”), which counsel shall be selected by such requesting Major Stockholders) shall be borne and paid by the CompanyADS; provided, however, that the Company ADS shall not be required to pay for any expenses of any proposed registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of requesting Major Stockholders. In such instance, the Registrable Securities to requesting Major Stockholders shall be registered (in which case all selling Holders shall bear severally liable for 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 such Major Stockholders agree to forfeit their the collective right of such Major Stockholders to one any demand registration or demand registrations then available pursuant to Section 2.1(a); provided further that if2.1. Notwithstanding the foregoing, the requesting Major Stockholders may withdraw a request made within forty-five (45) days following the end of a fiscal year if a Material Adverse Change has occurred and the requesting Major Stockholders had no knowledge of or information related to a Material Adverse Change at the time of such withdrawalthe registration request, in which event the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders Major Stockholders shall not be required to pay any of such the expenses and shall not forfeit their right to one registration demand registrations pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf2.1.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one (1) counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of a majority of the Registrable Securities to be registered in such registration, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of at least a majority Preferred Interest of the Registrable Securities agree to forfeit their right to one (1) registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided provided, further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one (1) registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfto which such Selling Expenses relate.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of bear the Registration Expenses for such expenses registration and such registration shall not forfeit their right to one be treated as a counted registration pursuant to for purposes of Section 2.1(a)2.1 or Section 2.3. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, 2.2 and 2.3 shall be borne by the Company (including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursementsexpense, not to exceed $40,00075,000, of one special counsel for to the selling Holders (“Selling Holder Counsel”Holders), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1; provided further that if, at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request or could not have been reasonably known given the prior communication or information provided by the Company to the Holders and (ii) have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications the registration of the Registrable Securities pursuant to Section 2this Agreement (excluding underwriting, brokerage and other selling commissions and discounts), including without limitation all registrationregistration and qualification filing fees, filingprinting, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursementsCompany (collectively, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder CounselRegistration Expenses”), shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay if a request for any expenses of any registration proceeding begun a Demand Registration pursuant to Section 2.1 if the registration request 3 is made and is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling registered, such Holders shall bear the Registration Expenses incurred prior to the withdrawal of such expenses pro rata based upon request (and such request and all actions of the number Company with respect thereto shall not be counted as one of Registrable Securities that were the Demand Registrations to be included in which the withdrawn registrationHolders are entitled under this Agreement), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right be registered elect to have such request count as one registration pursuant of the Demand Registrations to Section 2.1(a)which the Holders are entitled under this Agreement, in which case the Company shall bear all Registration Expenses with respect thereto; provided further provided, however; that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information request, then the Holders shall not be required to pay any of such expenses Registration Expenses and such request shall not forfeit their right be counted as one of the Demand Registrations to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by which the Holders pro rata on are entitled under this Agreement. In all cases, the basis selling Holders will be responsible for, if applicable, underwriters’ discounts, brokerage or other selling commissions and fees and disbursements of the number of Registrable Securities registered on their behalfcounsel for such Holders.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00040,000 per registration in the case of an IPO or $20,000 in the case of a “follow-on” offering subsequent to an IPO, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , and fees and disbursements of counsel for the Company; and , shall be borne by the reasonable Company. In addition, the fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders and other reasonable direct costs for the selling Holders (“Selling Holder Counsel”), other than underwriting discounts and commissions) shall be borne and paid by the Company; , provided, however, that such expenses shall be limited to a maximum of $50,000. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Securities, on an as-converted basis, to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities Securities, on an as-converted basis, agree to forfeit their right to one demand registration pursuant to Section 2.1(a); provided further 1.2 and provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.2.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00060,000, of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of a majority of the Registrable Securities, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and Company in its capacity as counsel to selling Holders hereunder, provided that if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements, not to exceed $40,00025,000, of one counsel for the selling Holders selected by them (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 22 or pursuant to an IPO, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00030,000, of one counsel for the selling Holders or, in the case of an IPO, one counsel to the Investors (such counsel, “Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subection 2.1(a) or Subection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable and documented fees and disbursementsexpenses, not to exceed $40,00020,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 hereof shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority at least 75% of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration pursuant to Section 2.1(a)this Article 2. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (expenses, other than Selling Expenses) underwriting discounts and commissions, incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 2.1, 2.2 and 2.3, including (without limitation) (i) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; , and (ii) the reasonable fees and disbursements, not to exceed $40,000, disbursements of one U.S. securities counsel and one local counsel for the selling Holders (“Selling Holder Counsel”)up to a maximum amount of $50,000, shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 or Section 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 2.1, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a); 2.1 and provided further that ifthat, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne Sections 2.1 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf2.3.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 22 and all expenses incurred by the Company in connection with a Direct Listing, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to this Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered not to exceed $50,000 (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; and provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 21.2, Section 1.3 and Section 1.4 including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, disbursements (not to exceed $40,000, 30,000) of one counsel for the selling Holders (“Selling Holder Counsel”)selected by them, with the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders on a several (and not joint and several basis) shall bear such expenses on a pro rata basis (based upon on the number of Registrable Securities that were to be included by such selling Holder in the withdrawn registrationsuch registration statement)), unless the Holders of a majority 66 and 2/3% of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a)1.2 or one right to a Form S-3 registration under Section 1.4, as the case may be; provided further further, however, that if, if at the time of such withdrawal, the Holders shall (a) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and (b) have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this 1.2 or Section 2 shall be borne and paid by 1.4, as the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfcase may be.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00025,000 per registration, of one counsel for the selling Holders (“Selling selected by Holders of at least a majority of the Registrable Securities to be registered(“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), to be selected by the holders of a majority of the Investor Registrable Securities to be included in such registration, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00060,000, of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of a majority in interest of the Registrable Securities, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority in interest of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 1.2, including 1.3 and 1.4, including, without limitation, all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), not to exceed $25,000) shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 or 1.4 if the registration request is subsequently withdrawn at the request of the Holders of Registrable Securities representing a majority of the voting power of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the voting power of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(a); provided further 1.2 and provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne Sections 1.2 and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf1.4.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00035,000 per registration, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000 (except in the case of a long-form registration on Form S-1, where such limit shall instead be $75,000), of one law firm acting as counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders not to exceed Twenty Five Thousand Dollars ($25,000) (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, 15,000 of one counsel for the selling Holders, which counsel shall be acceptable to the holders of a majority in interest of the Initiating Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, filings or qualifications pursuant to this Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a)2.1; provided provided, further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 and counsel for the selling Holders (“Selling Holder Counsel”) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 hereof shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 or 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 or 2.3, as the case may be, are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1 or 2.3, as the case may be; provided further provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a)2.1 or 2.3, as the case may be. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfor other securities so registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000an amount to be determined by the Company and the selling Holders, negotiating in good faith at the time of such registration, filing or qualification pursuant to Section 2, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 shall be borne and paid by the Company; provided, however, that . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata with the Company shall not be required to pay for any expenses and among each other on the basis of any the number of shares so registered. Notwithstanding the foregoing sentence, if a registration proceeding begun pursuant to Section 2.1 if the registration request or 2.3 is subsequently withdrawn at the request of by the Holders requesting such registration, either (a) if Holders of a majority any number of the Registrable Securities to be have been registered (in which case all selling agree, then such agreeing 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 have been registered shall bear all such Registration Expenses pro rata on the basis of the number of shares to have been registered for such Holders and the Holders shall not be treated as having requested such registration for purposes of limitations of the numbers of registrations that may be requested by Holders pursuant to Section 2.1 or 2.3 as applicable, or (b) if no such Holders agree, then the Holders will forfeit their right to one registration pursuant to Section 2.1(a); provided further that ifsuch section, and the Company shall bear such Registration Expenses. Notwithstanding the foregoing, however, the Holders shall not be required to pay any of said Registration Expenses or to forfeit the right to one demand registration and the Company shall pay the same if (x) at the time of such the withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, of which the Company should have had knowledge at the time of the request and or (y) if the Holders have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid a written request by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfCompany or its underwriters.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders selected by the Holders of at least sixty-five percent (65%) of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least sixty-five percent (65%) of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority at least sixty-five percent (65%) of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000 per registration or offering, as the case may be, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 Subsection 2.6 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders (“Selling Holder Counsel”)Holders, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Requisite Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Requisite Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications registrations pursuant to Section 2Sections 2.1, including all registration, filing, 2.2 and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), 2.3 shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all selling participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationso registered), unless the Holders of a majority of the Registrable Securities having rights to a demand registration pursuant to Section 2.1 agree to forfeit their right to one a demand registration pursuant to Section 2.1(a)2.1; provided further provided, however, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not bear Registration Expenses or to forfeit their right to one a registration pursuant if the withdrawal of a registration request, or the withdrawal of Holders in such registration, is a result of Holders learning of a material adverse event relating to the Company which was not generally known or could not have reasonably been known given the prior communication or information provided by the Company to the Holders requesting registration under Section 2.1(a)2.1 at the time of the initial registration request. All Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders shall be borne and paid by the Holders holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities registered on their behalfso registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00035,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf, other than fees and disbursements of counsel to any Holder (other than the Selling Holder Counsel), which shall be borne solely by the Holder engaging such counsel.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications each registration pursuant to Section 23 and Section 4 of this Agreement, excluding underwriters' discounts and commissions and the fees, but including without limitation all registration, filing, filing and qualification fees; , word processing, duplicating, printers’ ' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the New York Stock Exchange or listing fees; , messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees and disbursements of counsel for the Company; and , and, to the reasonable extent permitted without jeopardizing the treatment of the Merger as a pooling of interests for accounting purposes, the fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”which counsel shall be selected by the holders of a majority in interest of the Common Stock being registered (excluding the Company and the Common Stock being registered thereby)), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any if a registration proceeding begun request pursuant to Section 2.1 if the registration request 3 of this Agreement is subsequently withdrawn at the request of the Holders of a majority number of shares of Registrable Stock such that the Registrable Securities remaining Holders requesting registration would not have been able to be registered (in which case all selling request registration under the provisions of Section 3 of this Agreement, such withdrawing Holders shall bear all expenses incurred in connection with such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn requested registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the . The Holders shall have learned of a material adverse change bear and pay the underwriting commissions and discounts applicable to securities offered for their account in the conditionconnection with any registrations, business, or prospects of the Company from that known to the Holders at the time of their request filings and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered qualifications made pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalfAgreement.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000150,000, of one counsel for the selling Holders (“Selling Holder Counsel”)) per each registration or shelf takedown effected pursuant to Section 2, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). The Selling Holder Counsel shall be selected by the Holders of a majority of the Registrable Securities to be registered. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) underwriting discounts and commissions incurred in connection with registrations, filings, filings or qualifications pursuant to Section 2Sections 3.1, 3.2, 3.3 and 3.4 hereof, including (without limitation) all registration, filing, filing and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; Company and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders as a group (“Selling Holder Counsel”)not to exceed $50,000 for each registration made pursuant to Section 3.1 and not to exceed $10,000 for each registration made pursuant to Sections 3.2, 3.3 and 3.4) shall be borne and paid by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 3.1, 3.3 or Section 3.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless unless, in the case of a registration requested under Section 3.1, the Holders of a majority of the Registrable Securities held by the Holders agree to forfeit their right to one demand registration pursuant to Section 2.1(a); provided further 3.1 and provided, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the such Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf3.1, 3.3 or 3.4 hereof.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2this ARTICLE II, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000 per registration, of one counsel for the selling Holders selected by Holders of at least a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 ARTICLE II (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) The Company shall bear all Registration Expenses incurred in connection with registrationsany registration, filings, or qualifications qualification and compliance by the Company pursuant to Section 2Sections 9.5, including all registration9.6 and 9.7 hereof. Notwithstanding the foregoing, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 9.5 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders participating holders shall bear such expenses pro rata based upon on the basis of the number of Registrable Securities their shares so registered); provided, however, that were (i) the Company shall be required to be included in pay for any expenses of any registration proceeding begun pursuant to Section 9.5 if the registration request is subsequently withdrawn registration), unless at the request of the Holders of a majority of the Registrable Securities agree to forfeit their right be registered, if at or prior to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure to the Holders by the Company of such information then material adverse change, and (ii) in addition to its obligations under clause (i) of this provision, the Holders Company shall not be required to pay any for the expenses of such expenses and shall not forfeit their right to more than one additional registration proceeding begun pursuant to Section 2.1(a)9.5 if the registration request is subsequently withdrawn, at the request of the Holders of a majority of the Registrable Securities to be registered, for any other reason. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders holders of the securities so registered pro rata on the basis of the number of Registrable Securities registered on their behalfshares so registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000100,000, of one counsel for the selling Holders (“Selling Holder Counsel”)) per each registration or shelf takedown effected pursuant to Section 2, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). The Selling Holder Counsel shall be selected by the Holders of a majority of the Registrable Securities to be registered. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in connection with registrations, filings, or qualifications one Registration pursuant to each of Section 5.1 and 5.2 and any registration pursuant to Section 26, shall be borne by the Company including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursementsexpenses of one special counsel to the Selling Holders, up to an amount not to exceed $40,00025,000. All Registration Expenses incurred in connection with any other Registration, of one counsel for the selling Holders (“Selling Holder Counsel”)qualification, or compliance, shall be borne and paid by apportioned among the Company; providedHolders, howeverother holders of the securities so registered and, that if it participates, the Company on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not be required to pay for any expenses of any registration Registration proceeding begun pursuant to Section 2.1 5 if the registration Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration demand Registration pursuant to Section 2.1(a)5; provided further further, however, that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in Material Adverse Event with respect to the condition, business, or prospects of the Company from that not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information request, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a)5. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders holders of the securities Registered pro rata on the basis of the number of Registrable Securities registered on their behalfshares Registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000 per registration, of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(aSubsections 2.12.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) Registration Expenses incurred in ------------------------ connection with registrationsany registration, filings, qualification or qualifications compliance pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for this Agreement shall be borne by the Company; and the reasonable fees and disbursements, not to exceed $40,000, of one counsel for the selling Holders (“all Selling Holder Counsel”), Expenses shall be borne and paid by the Holders, the Other Shareholders of the securities so registered and the Company, to the extent of securities registered on its behalf, pro rata on the basis of the number of their shares so registered; provided, however, that the Company shall not be required to pay any Registration Expenses if, as a result of the withdrawal of a request for any expenses of any registration proceeding begun by the Initiating Holders pursuant to Section 2.1 if 11.2 hereof, the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (statement does not become effective, in which case all selling the Holders and Other Shareholders requesting registration shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Registration Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered their shares so included in the registration request (except for the fees of any counsel for the Holders, which shall be borne only by the persons whom such counsel represented, pro rata on the basis of the number of their behalfshares so included in the registration request); provided, further, that such registration shall not be counted as a Demand Registration pursuant to Subsection 11.2.1 hereof; and provided, further, that if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by the selling shareholders, then such expenses shall be payable by the selling shareholders pro rata to the extent required by such jurisdiction.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) selected by the Holders of at least sixty-six and two thirds percent (66 2/3%) of the Registrable Securities, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least sixty-six and two thirds percent (66 2/3%) of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. (a) All expenses (other than Selling Expenses) incurred in connection with registrationsany registration pursuant to the two registrations under Section 5.1(b)(x), filingsthe first four registrations under Section 5.1(b)(y), or qualifications any registrations under Section 5.2 and the first two registrations pursuant to Section 25.3, including including, without limitation, all registration, filing, filing and qualification fees; printers’ and accounting fees; , printing expenses, reasonable fees and disbursements of counsel for the Company; , expenses of complying with state securities or Blue Sky laws (including fees of counsel for the Company and counsel for the underwriters), accountants' fees and expenses incident to or required by any such registration, expenses incident to the listing of securities on any exchange in which the Registrable Securities have been listed, expenses of any special audits incidental to or required by such registration and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for retained by the selling Holders (“Selling Holder Counsel”), of Registrable Securities covered by such registration shall be borne and paid by the Company; , provided, however, that the : -------- ------- The Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at 5.1, the request of which has been subsequently withdrawn by the Initiating Holders, in which case, such expenses shall be borne by the Holders of a majority securities (including Registrable Securities) requesting or causing such withdrawal; provided that such Holders shall not be required to pay (a) for the cost of normal audits of the Registrable Securities to be registered Company that would have been performed in any event, and (in which case all selling Holders shall bear such expenses pro rata based upon b) for the number time of Registrable Securities that were to be included any executives or other personnel of the Company involved in the withdrawn registration), unless the Holders of a majority preparation of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a)statement; and provided further further, however, -------- ------- that if, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that those known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information request, then the Holders shall not be required to pay any of such expenses and shall not forfeit retain their right to one registration rights pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.Sections 5.1; and

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed twenty-five thousand dollars ($40,00025,000), of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Initiating Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) The Registration Expenses incurred in ------------------------ connection with registrations, filings, or qualifications (i) one registration per twelve month period pursuant to Section 25.1, including (ii) all registration, filingregistrations pursuant to Section 5.2, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not (iii) all registrations pursuant to exceed $40,000, of one counsel for the selling Holders (“Selling Holder Counsel”), Section 5.3 shall be borne and paid by the Company; provided, however, provided that the Company shall not be required to pay for any expenses the Registration Expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at 5.1, the request of which has been subsequently withdrawn by the Holders of a majority of the Registrable Securities to be registered. In such case, (i) the Holders of Registrable Securities to have been registered (in which case all selling Holders shall bear all such expenses Registration Expenses pro rata based upon on the basis of the number of Registrable Securities that were shares to have been registered, and (ii) --- ---- the Company shall be included in the withdrawn registration), unless the Holders of deemed not to have effected a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a); provided further that ifsubparagraph 5.1(b) of this Agreement. Notwithstanding the foregoing, if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such information material adverse change, then the Holders shall not be required to pay any of such expenses the Registration Expenses and shall not forfeit their right be entitled to one registration such numbers of registrations pursuant to Section 2.1(a)5.1, 5.2 and 5.3 as if such requested and subsequently withdrawn registration had never been requested. All Unless otherwise stated, all Selling Expenses relating to Registrable Securities securities registered pursuant to this Section 2 on behalf of the Holders and all other unspecified registration expenses shall be borne and paid by the Holders of such securities pro rata on the basis --- ---- of the number of Registrable Securities registered on their behalfshares so registered.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; , printers’ and accounting fees; , fees and disbursements of counsel for the Company; , and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), ) selected by the Holders of at least a majority of the Registrable Securities to be registered shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of at least a majority of the Registrable Securities to be registered agree to forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness (and in any event within ten (10) business days) after learning of such information information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the total number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000 in the aggregate, of one counsel for the selling Holders (selected by Holders of a majority of the Registrable Securities registered thereunder) (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses, which shall be borne by the selling Holders as provided herein) incurred in connection with registrations, filings, filings or qualifications pursuant to this Section 2, including all (a) registration, filing, and qualification fees; , (b) printers’ and accounting fees; , (c) fees and disbursements of counsel for the Company; Company and (d) the reasonable fees and disbursements, not to exceed $40,000, disbursements of one (1) counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered in such registration (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to be registered in such registration elect not to pay the registration expenses therefor and forfeit their right to one (1) demand registration statement pursuant to Section Subsection 2.1(a); provided further provided, further, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsection 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $40,00050,000, of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered (the “Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b), as the case may be; provided provided, further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2‎2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; marketing and road show expenses; and the reasonable fees and disbursements, not to exceed $40,000, disbursements of one counsel for the selling Holders (“Selling Holder Counsel”)) chosen by Holders of a majority of the Registrable Securities to be sold and consented to by the Company, which consent shall not be unreasonably withheld, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 Subsection ‎2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities that were to be registered thereunder (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(aSubsections ‎2.2(a) or ‎2.2(b); provided further that if, at as the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information case may be then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 ‎2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.