Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.

Expenses of Demand Registration. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements expenses of one counsel for the selling Holders shall be borne selected by the Companythem; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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 2.12.2; provided further, however, that if at the time of such withdrawal, the Holders 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 informationrequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.13.1, including (without limitation) all registration, filing and qualification fees, printers’ printer's and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees (up to $25,000) and disbursements of one counsel for the selling Holders (selected by a majority in interest of the participating Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationrata), unless the Holders of a majority more than seventy-five percent (75%) of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 2.13.1; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationrequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.13.1.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2.11.2, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2. Fees and disbursements of counsel and accountants for the selling Holders and any other expenses incurred by the selling Holders not expressly included above shall be borne by the selling Holders.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings filing or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders, up to a maximum of $10,000.00) and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 Holders participating Holders in such registration 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 2.11.2; provided provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following the disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one (1) counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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 (1) demand registration pursuant to Section 2.1; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the 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 retain their rights pursuant to Section 2.1.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders selected by them) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders shall bear such expenses on a pro rata basis based upon on the number of Registrable Securities that were requested to be included in the withdrawn registrationregistered), unless the Holders of a majority of the Registrable Securities requested to be registered agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions relating to Registrable Securities, incurred in connection with registrations, filings filing or qualifications pursuant to Section 2.12, including (including, without limitation) , all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by the Holders holding a majority of the Registrable Securities being registered) for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay the fees and disbursements of counsel for any expenses of the Holders in connection with any registration proceeding begun pursuant to Section 2.1 2 if the registration request subsequently is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationrata), unless the Holders of holding a majority of the Registrable Securities then outstanding agree to forfeit their right to one (1) demand registration pursuant to Section 2.12; provided further, however, that if at the time of such withdrawal, (a) the Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn or (b) there has occurred a material adverse change in marketing factors related to the request with reasonable promptness after learning sale of such informationRegistrable Securities to the public from those existing at the time of the Holders' request, then the Holders shall not be required to pay forfeit any of such expenses demand registration rights and shall retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, 1.2 including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for or the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications registrations pursuant to this Section 2.17.2, and related filings and qualifications, including (without limitation) all registration, filing and qualification fees, printers’ printer's and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements (up to $10,000) of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.1 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least 60% of the Registrable Securities to be registered (in which case all participating the Holders requesting the withdrawal shall bear such expenses expenses, pro rata rata, based upon on the number of Registrable Securities that were each was to be included include in the withdrawn registration), unless the Holders of a majority at least sixty percent (60%) of the Registrable Securities then outstanding agree to forfeit their right to one demand registration pursuant to this Section 2.17.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationregistration request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to this Section 2.17.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one (1) special counsel for the selling Holders and another counsel for the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority majority–in–interest of the Registrable Securities to be registered Initiating Holders (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the such Initiating Holders of a majority of the Registrable Securities agree to forfeit their (on behalf of all Holders) the right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that not previously 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights will not be required to forfeit any such right pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than ------------------------------- underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 and 1.12, including (without limitation) all registration, filing and qualification fees, printers’ and accounting printer's fees, accounting fees and fees and disbursements of counsel for the Company and the reasonable fees and disbursements up to a maximum of $15,000 of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 or 1.12 if the registration request is subsequently withdrawn at the request of the Holders of holding at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of holding at least a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain not forfeit their rights right to one demand registration pursuant to Section 2.11.2.

Expenses of Demand Registration. (a) All expenses allocable to the registration of securities of the holder(s) to be registered pursuant to a Demand Registration, other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1a Demand Registration, including (without limitation) all registration, filing and qualification fees, printers’ printer's and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders IMS shall be borne equally and on a current basis by IMS and the Companyholders of the Registerable Shares; providedPROVIDED, howeverHOWEVER, that the Company IMS shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 a Demand Registration if the registration request is subsequently withdrawn at the request of the Holders holders of a majority of the Registrable Securities Registerable Shares to be registered (in which case all participating Holders 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 holders of a majority of the Registrable Securities Registerable Shares agree to forfeit their right to one demand registration pursuant to Section 2.1a Demand Registration; provided furtherPROVIDED, howeverFURTHER, HOWEVER, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company IMS from that known to the Holders holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by IMS of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1a Demand Registration.

Expenses of Demand Registration. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with registrationsany registration, filings filing or qualifications qualification of Registrable Securities with respect to the registrations pursuant to Section 2.11.2 for each Holder, including (without limitation) limitation all registration, filing filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company counsel, printing and the reasonable accounting fees relating or apportionable thereto, and disbursements fees of one (1) special counsel for the representing all selling Holders shall be borne by the Companystockholders in each such offering, but excluding underwriting discounts and commissions relating to Registrable Securities; provided, however, 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 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 2.11.2; provided provided, further, howeverthat, that if at the time of such withdrawalthe withdrawal of a registration request as described in the foregoing sentence, the Holders 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 informationrequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) ), all registration, filing and qualification fees, printers’ printers and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the CompanyCompany with respect to such registrations; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 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 Initiating Holders, if such request was a Preferred Demand, or a majority in interest of the Series D Initiating Holders, if such request was a Series D Demand (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), expenses) unless the Holders of a majority in interest of the Registrable Securities agree Initiating Holders, if such request was a Preferred Demand, or a majority in interest of the Series D Initiating Holders, if such request was a Series D Demand, agrees to forfeit their right to one the demand registration pursuant to Section 2.12.2; provided further, however, that if at the time of such withdrawal, (i) the Holders have learned of a material and adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and or (ii) the underwriters indicated that the registration would have withdrawn the request with reasonable promptness after learning of such informationlikely been a Cutback Registration, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2.

Expenses of Demand Registration. All For a maximum of two (2) registrations pursuant to Section 1.2, all expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting printer’s fees, accounting fees and fees and disbursements of counsel for the Company and (including the reasonable and customary fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the CompanyCompany up to a maximum of $25,000 per registration; 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 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that that, if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain not forfeit their rights right to one demand registration pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the 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 retain their rights pursuant to Section 2.1.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, commissions) including (without limitation) limitation all registration, filing and qualification fees, printers’ and accounting fees, reasonable fees and expenses of one special counsel to the Holders (such special counsel to be selected by a majority in interest of the selling Holders) and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 (determined on an as-converted to Common Stock basis), in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration)expenses, unless the Holders of a majority of the Registrable Securities (determined on an as-converted to Common Stock basis) agree to forfeit their right to one their demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements expenses of counsel for to the Company and one (1) counsel to the reasonable fees and disbursements Holders (such expenses of one counsel for to the selling Holders shall not exceed $25,000) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2 (in which event such right shall be forfeited by all Holders); provided provided, further, however, that if at the time of such withdrawal, the Holders have learned of material adverse information or 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 based upon such information with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse information or material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.13.1 above, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Participating Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 3.1 if the registration request is subsequently withdrawn at the request of the Participating Holders of a majority of the Registrable Securities to be registered (in which case all participating 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 Participating Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; 3.1 provided further, however, that if at the time of such withdrawal, the Participating Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Participating Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Participating Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.13.1.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders shall bear such expenses on a pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationbasis), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, filing and qualification feesfiling, qualification, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that such counsel shall submit reasonably detailed invoices for review by the Company's General Counsel prior to payment; and provided further, 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 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 Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one the applicable demand registration right pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders each Holder shall bear such expenses a pro rata portion of such expenses, based upon on the ratio of the number of Registrable Securities that were to be have been included in such registration by such Holder compared to the withdrawn registrationtotal number of Registrable Securities to have been included by all Holders), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders) and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; , provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications any registration pursuant to Section 2.12 or Section 11 (excluding underwriters’ discounts and commissions), including (including, without limitation) , all registration, filing registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Corporation, and the reasonable fees and disbursements of one special counsel for the selling Holders collectively, shall be borne by the CompanyCorporation; provided, however, that the Company Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Shares to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities Shares that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities Shares agree to forfeit their right to one demand registration pursuant to Section 2.12; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company Corporation 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 retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the 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 retain their rights pursuant to Section 2.1.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions incurred applicable to shares registered by the selling Holders, which shall be borne pro rata by all selling Holders) in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by Shamrock (which fees and disbursements to counsel shall not exceed $50,000) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 Shamrock (in which case all participating Holders shall bear such expenses pro rata by such Holders (based upon on the number of Registrable Securities that were shares requested to be included in the withdrawn registrationregistered by them), unless the Holders of a majority of the Registrable Securities agree Shamrock agrees to forfeit their right to one demand registration pursuant to Section 2.11.2(a); provided furtherprovided, however, that if at the time of such withdrawal, the Holders Shamrock 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 Shamrock at this time or the time of their request and have withdrawn the request with reasonable promptness after learning promptly following discovery or disclosure of such informationmaterial adverse change (a “Permitted Withdrawal”), then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant not be required to Section 2.1forfeit any such demand registration right.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12, including (including, without limitation) , all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company SM&A, and the reasonable fees and disbursements of one counsel for the selling Holders (as selected by a majority in interest of the selling Holders) shall be borne by the CompanySM&A; provided, however, that the Company SM&A shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 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 Holders participating Holders in such registration 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 one of their right to one demand registration pursuant to rights provided under Section 2.1; provided further2. Notwithstanding the foregoing, however, that if at the time of such the withdrawal, the Holders of the Registration Securities have learned of a material adverse change in the condition, business, business or prospects prospectus of the Company SM&A from that known to the Holders of the Registerable Securities at the time of their request and have withdrawn request, of which SM&A had knowledge at the request with reasonable promptness after learning time of the request, the Holders of such information, then the Holders Registrable Securities shall not be required to pay any of such said expenses and shall retain their rights pursuant or to Section 2.1forfeit the right to one demand registration.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and one (1) counsel to the reasonable fees and disbursements Holders (such expenses of one counsel for to the selling Holders shall not exceed twenty thousand dollars ($20,000)) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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 2.12.2; provided further, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions for any selling Holder (if other than counsel to the Company) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one special counsel for the selling Selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions and stock transfer taxes incurred in connection with registrations, filings or qualifications the registration and sale of Registrable Securities pursuant to Section 2.12, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, reasonable fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company, which counsel the Company may request be the Company's counsel if such counsel is reasonably acceptable to the Initiating Holders and, if not, shall be selected by the Initiating Holders; provided, however, that in the Company event the Holders retain separate counsel, the reasonable fees and expenses to be reimbursed shall not be required to pay for any expenses exceed $50,000 in a subsequent registration without the prior consent of any registration proceeding begun pursuant to Section 2.1 if the Company. Notwithstanding the foregoing, however, in the event a registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested), then either (i) such expenses shall be borne solely by the Initiating Holders and not by the Company (in which case all Holders participating Holders in such 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 on the Registrable Securities agree to forfeit their right to be registered), or (ii) one of the demand registration pursuant to rights provided for in Section 2.1; provided further, however, that if at 2(a) shall be deemed forfeited. The election permitted by the time of such withdrawal, previous sentence shall be made by the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known proportion 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 Registrable Securities to be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1registered by each.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than stock transfer taxes, the fees and disbursements of special counsel for individual Holders, underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) ), all registration, filing and qualification fees, printers’ printers and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders (not to exceed $15,000) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating 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 2.12.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationrequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications any registration pursuant to Section 2.12 or Section 11 (excluding underwriters’ discounts and commissions), including (including, without limitation) , all registration, filing registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Corporation, and the reasonable fees and disbursements disbursement of one special counsel for the selling Holders collectively, shall be borne by the CompanyCorporation whether or not the registration statement to which such registration expenses relate becomes effective; provided, however, that the Company Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Shares to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities Shares that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities Shares agree to forfeit their right to one demand registration pursuant to Section 2.12; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company Corporation 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 retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, filing and qualification feesfiling, printers’ qualification, printers= and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 the applicable demand registration right pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 and 1.3, including (without limitation) all registration, filing and qualification feesfiling, qualification, transfer agent, blue sky, NASD, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders and Common Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.12, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by the Holders of a majority of the Registrable Securities being registered) for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any bear such expenses of in connection with any registration proceeding begun pursuant to Section 2.1 2 if the registration request subsequently is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationrata), unless the Holders of a majority of the Registrable Securities then outstanding agree to forfeit their right to one (1) demand registration pursuant to Section 2.12; provided provided, further, however, that if at the time of such withdrawal, (a) the Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn or (b) there has occurred a material adverse change in marketing factors related to the request with reasonable promptness after learning sale of such informationRegistrable Securities to the public from those existing at the time of the Holders' request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1commissions, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, reasonable fees and expenses of one special counsel to the Holders (such special counsel to be selected by a majority in interest of the selling Holders) and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 their demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions, which discounts and commissions shall be paid by the Selling Holders on a pro rata basis according to the amount of Registrable Securities sold by each Selling Holder, incurred in connection with registrations, filings or qualifications pursuant to Section 2.17.2, including (without limitation) all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Then Outstanding to be registered thereunder (in which case all participating Initiating 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 Then Outstanding to be registered thereunder agree to forfeit their right to one demand registration pursuant to Section 2.1Demand Registration; provided further, however, that if at the time of such withdrawal, the such Holders have learned of a material adverse change in the condition, business, condition or prospects business 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 informationmaterial adverse change, then the such Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1Subsection 7.2(a).

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, blue sky fees and expenses and fees and the reasonable disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material an adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationadverse change, then the Holders shall not be required to pay any of such expenses and shall retain not forfeit their rights right to one demand registration pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.16.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, reasonable fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements (not to exceed $25,000 in the aggregate) of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 6.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon as are actually incurred by the number of Registrable Securities that were to be included in the withdrawn registrationCompany on an out-of-pocket basis), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.16.2; provided furtherprovided, further however, that if at the time of such -------- ------- withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company or discovery by the Holders of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.16.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.1Sections 1.2, 1.3, and 1.11 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at on the written request of the (x) in the case of an Investor Demand registration, Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), rata) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2 and (y) in the case of a General Atlantic Demand Registration, General Atlantic, unless General Atlantic agrees to forfeit its demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the applicable Holders 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 the request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the applicable Holders shall not be required to pay any of such expenses and shall retain their full rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.12, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by the Holders of a majority of the Registrable Securities being registered) for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any bear such expenses of in connection with any registration proceeding begun pursuant to Section 2.1 2 if the registration request subsequently is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationrata), unless the Holders of a majority of the Registrable Securities then outstanding agree to forfeit their right to one (1) demand registration pursuant to Section 2.12; provided further, however, that if at the time of such withdrawal, (a) the Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn or (b) there has occurred a material adverse change in marketing factors related to the request with reasonable promptness after learning sale of such informationRegistrable Securities to the public from those existing at the time of the Holders' request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements (not to exceed $15,000) of one counsel for the selling Holders (as selected by the Holders of a majority of the Registrable Securities to be registered) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationrata), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All The Company shall bear and pay all expenses incurred in connection with registrations, filings, or qualifications pursuant to Section 1.2 (other than underwriting discounts and commissions incurred with respect to Registrable Securities included in connection with registrations, filings such registration and any fees and costs of the Holders' legal counsel or qualifications pursuant to Section 2.1other advisors), including (without limitation) all registration, filing filing, and qualification fees, Blue Sky fees and expenses, printers’ ' and accounting fees, costs of listing on Nasdaq, costs of furnishing such copies of each preliminary prospectus, final prospectus, and amendments thereto as each Holder may reasonably request, and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 the Holders participating Holders in such offering and favoring such withdrawal 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; provided further, however, that if at the time of such withdrawal, the Holders have learned registration request has been withdrawn by virtue 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 informationrequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.1.2. 5

Expenses of Demand Registration. All expenses expenses, other than ------------------------------- underwriting discounts and commissions and fees and expenses of counsel to the Holders incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, 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, except that the Company shall be required to pay up to but no more than $15,000 of the fees and disbursements of expenses incurred by one special legal counsel for to such selling Holders, any additional expenses or fees incurred by the special counsel to the selling Holders shall be borne pro rata by the Companysuch selling Holders; 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 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses on a pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationbasis), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one their demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the 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 retain their rights pursuant to Section 2.1.their

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with any registrations, filings or qualifications made pursuant to Section 2.1, including (including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders Holder’s Counsel, shall be borne by the Company; provided, however, that the Company shall not be required to pay for (and instead all participating Holders shall pay a pro rata portion of) 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 participating Holders shall bear such expenses pro rata based upon including the number of Registrable Securities that were to be included in the withdrawn registrationInitiating Holder), unless the Holders of a majority of the Registrable Securities agree Initiating Holder agrees (which agreement shall be binding upon all other Requisite Holders) to forfeit their right to one demand registration pursuant to Section 2.1; provided provided, further, howeverthat, that if at the time of such withdrawal, the such Holders have learned of a material adverse change in the condition, business, condition or prospects business of the Company from that known to (financial or otherwise) or the Holders at market for the time of their request Company’s securities and have withdrawn the registration request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the such Holders shall not be required to pay any of such expenses and such withdrawn request shall retain their rights pursuant to not constitute a demand registration for purposes of Section 2.12.1.5.1.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All The Company shall bear all expenses other than that underwriting discounts and commissions incurred in connection with registrationsany demand registration under Section 1.2(a) or (c) and one other demand registration, filings or qualifications pursuant to Section 2.1subsection 1.2(b), including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; providedHolders. However, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 subsection 1.2 if the registration request is subsequently withdrawn at the request of of, respectively, (i) RFC, (ii) the Holders of a majority of the Registrable Securities to be registered (in which case all participating such Holders shall bear such expenses pro rata rata, based upon on the ratio that the number of each Holder's Registrable Securities to have been included in such registration bears to the total number of Registrable Securities that were to be have been included in the withdrawn registrationsuch registration by all such Holders), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1subsection 1.2(b), or (iii) Cargill; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, filing and qualification feesfiling, qualification, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 rights pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrationsany registration, filings filing, or qualifications qualification of Registrable Securities with respect to registrations pursuant to Section 2.1, including (without limitation) all registration, filing and qualification feesfiling, printers’ qualification, printer’s, and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders Holder or Holders, but excluding underwriting discounts and commissions relating to the. Registrable Securities, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with all registrations, filings or qualifications pursuant to Section 2.10, including (including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one (1) counsel for the selling Holders (to be selected by the Majority Holders, subject to the approval of the Company (which approval shall not be unreasonably withheld or delayed)) shall be borne by the Company; provided, however, that such fees and disbursements of counsel for the selling Holders shall not exceed $50,000; provided, further, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 0 if the registration request is subsequently withdrawn at the request of the Majority Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders of Registrable Securities shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationtheir entirety), unless the Majority Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 2.10; provided provided, further, however, that if at the time of such withdrawal, the Majority Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, properties, assets, results of operations or prospects of the Company or its Subsidiaries from that known to the Majority Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Majority Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.10.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 hereof, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of one special counsel for the selling stockholders and another counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 hereof if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders 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 2.11.2 hereof; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, business or prospects of the Company from that not previously 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2 hereof; provided further, however, that the Company shall pay all expenses in connection with any registration begun pursuant to Section 1.2 that is subsequently withdrawn by the Company.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, blue sky fees and expenses and fees and the reasonable disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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; provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request or have been advised by the underwriter that the registration should be withdrawn (either, a “Withdrawal Event”), and (ii) have withdrawn the request with reasonable promptness after learning following the occurrence of such informationWithdrawal Event, then the Holders shall not be required to pay any of such expenses and shall retain not forfeit their rights right to one (1) demand registration pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.13.2, including (without limitation) ), all registration, filing and qualification fees, printers’ printers and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating 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 (1) demand registration pursuant to Section 2.13.2; provided furtherPROVIDED FURTHER, howeverHOWEVER, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationrequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.13.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, filing and qualification feesfiling, qualification, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 the applicable demand registration right pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders 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; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2(a), including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (not to exceed $40,000) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2(a) if the registration request Registration Request is subsequently withdrawn at on the written request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses on a pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), basis) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration Demand Registration pursuant to Section 2.11.2(a); provided further, however, that if at the time of such withdrawal, the Holders 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 the request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their full rights pursuant to Section 2.11.2(a).

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions, Blue Sky fees and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements expenses of one special counsel for the selling Holders stockholders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 forfeit, on behalf of all Holders, the right of all Holders to one demand registration pursuant to Section 2.11.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders selected by holders of a majority of the Registrable Securities to be included in such registration and reasonably acceptable to the Company shall be borne by the Company; provided, however, that the Company shall not be required to pay -------- ------- for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Initiating Holders of holding a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the such Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such -------- ------- ------- withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts discounts, commissions and commissions stock transfer taxes relating to Registrable Securities incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ printers and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one special counsel for the selling Holders selected by them (which counsel shall be acceptable to the Company) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (selected by the Holders of a majority of the Registrable Securities included in such registration) not to exceed $25,000 shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, withdrawal the Holders have learned of a material adverse change in the condition, business, results of operations, condition (financial or otherwise) 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 2.12, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by a majority in interest of the Initiating Holders) for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any bear such expenses of in connection with any registration proceeding begun pursuant to Section 2.1 2 if the registration request offering is subsequently withdrawn at the request not consummated primarily as a result of the Holders any act or omission of a majority of the Registrable Securities to be registered any Initiating Holder (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationrata), unless the Holders of a majority in interest of the Registrable Securities Initiating Holders agree to forfeit their right one (1) of the demand registration(s) to one demand registration which they are then entitled pursuant to Section 2.12; provided further, however, that if at the time of reason for such withdrawal, withdrawal was because (a) the Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn or (b) there has occurred a material adverse change in marketing factors related to the request with reasonable promptness after learning sale of such informationRegistrable Securities to the public from those existing at the time of the Holders' request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions, Blue Sky fees and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements expenses of one special counsel for the selling stockholders (selected by the Holders of a majority of the Registrable Securities included in such registration) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel (not to exceed $10,000) for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and fees and expenses in excess of $10,000 for one counsel for the selling Holders) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, and fees and disbursements of counsel for the Company and up to $10,000 of the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company, except that the expenses of any special audit in excess of $15,000 required in connection with any demand registration pursuant to either Section 1.2 or Section 1.12 shall be borne pro rata by the selling Holders; 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 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders 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 2.11.2; provided further, however, that if (i) the Company fails to register and sell at least 85% of the time of Registrable Securities requested to be registered in such withdrawalSection 1.2 request, or (ii) the Company postpones the registration for any reason and the Initiating Holders withdraw such registration request, the Holders have learned of a material adverse change Company shall bear all such expenses in connection with the conditionregistration, 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 but such information, then the Holders registration shall not be required count against the number of demand registrations to pay any of which such expenses and shall retain their rights pursuant to Section 2.1Holders are entitled.

Expenses of Demand Registration. All expenses other than underwriting underwriters' discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 hereof, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company (provided that the Company's obligation to pay the reasonable fees and disbursements of one counsel for the selling Holders shall not exceed $20,000 in connection with any one registration); 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 hereof if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon on the number of shares of Registrable Securities that were each participating Holder has requested to be included in the withdrawn registrationhave registered), unless either (i) the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; provided further, however, that if at the time of 1.2 hereof or (ii) such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their registration request and have was 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 retain their rights pursuant to Section 2.11.2(d) hereof.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions relating to Registrable Securities incurred in connection with registrationseach registration, filings or qualifications pursuant to Section 2.11.2(a) and each registration in any six-month period, filing or qualification pursuant to Section 1.10, including (without limitation) all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2(a) if the registration request is subsequently withdrawn at any time at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2(a); provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at of a majority of 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 retain their rights pursuant to Section 2.1.Registrable Securities

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be -------- ------- required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All out of pocket expenses other than underwriting discounts and commissions incurred ------------------------------- in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) ), all registration, filing and qualification fees, printers’ printers and accounting feesaccounting, transfer taxes, fees of transfer agents and registrars, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be -------- ------- required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), expenses) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.12.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn or of an event of the request with reasonable promptness after learning of such informationtype referred to in Section 2.2(d), then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2. In no event will the Company bear or pay underwriting discounts and commissions relating to Registrable Securities.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel (not to exceed $10,000) for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications any registration pursuant to Section 2.12 or Section 11 (excluding underwriters’ discounts and commissions), including (including, without limitation) , all registration, filing registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Corporation, and the reasonable fees and disbursements of one special counsel for the selling Holders collectively, shall be borne by the CompanyCorporation whether or not the registration statement to which such registration expenses relate becomes effective; provided, however, that the Company Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Shares to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities Shares that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities Shares agree to forfeit their right to one demand registration pursuant to Section 2.12; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company Corporation 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 retain their rights pursuant to Section 2.12.

Expenses of Demand Registration. All expenses other than underwriting ------------------------------- discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than legal expenses of the selling Holders, underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ printer's and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the CompanyCorporation; providedPROVIDED, howeverHOWEVER, that the Company Corporation 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 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 2.11.2; provided furtherand PROVIDED FURTHER, howeverHOWEVER, 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 Corporation as determined by the managing underwriter(s) of the related offering, if any, or by the Corporation's Board of Directors, if there shall be no underwriters, from that known to the Holders at the time of their request and have withdrawn such request promptly following the request with reasonable promptness after learning disclosure by the Corporation of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights right to request such registration in the future pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions, blue sky fees and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements expenses of one special counsel for the selling Holders stockholders (not to exceed $25,000) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 at least a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1; provided further1.2 (except in the event that, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain not be deemed to have exercised their demand rights pursuant to Section 2.11.2).

Expenses of Demand Registration. All The Company shall bear and pay ------------------------------- all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the Company, including reasonable fees and disbursements of one counsel for the selling Holders selected by them hereunder. Nothing in this Section 1.6 shall be borne by the Company; provided, however, require 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 participating Holders 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2. The Company shall be required to pay for the expenses of only one demand registration during any six-month period under Section 1.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2 or Section 1.12 hereof, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders Holders, not to exceed $20,000, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 hereof 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 Holders participating Holders in such offering shall bear such expenses pro rata based upon the number of Registrable Securities that were such Holders proposed to be included in the withdrawn registrationhave registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2 hereof; provided further, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2 hereof.

Expenses of Demand Registration. All expenses (other than underwriting discounts discounts, commissions and commissions stock transfer taxes relating to Registrable Securities) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (including, without limitation) , all registration, filing and qualification fees, printers’ printers and accounting fees, and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one special counsel for all the selling Holders (which counsel shall be selected by the Holders and shall be reasonably acceptable to the Company), shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses otherwise payable by the Company and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder and if Company counsel does not make itself available for this purpose, then the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 Holders participating Holders therein 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Participating Holders shall bear such expenses on a pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationbasis), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and fees and disbursements of counsel for the Holders other than as stated herein) incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders up to a maximum of $35,000 shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12, including (including, without limitation) , all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company SM&A, and the reasonable fees and disbursements of one counsel for the selling Holders (as selected by a majority in interest of the selling Holders) shall be borne by the CompanySM&A; provided, however, that the Company SM&A shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 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 Holders participating Holders in such registration 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 one of their right to one demand registration pursuant to rights provided under Section 2.1; provided further2. Notwithstanding the foregoing, however, that if at the time of such the withdrawal, the Holders of the Registrable Securities have learned of a material adverse change in the condition, business, business or prospects of the Company SM&A from that known to the Holders of the Registrable Securities at the time of their request and have withdrawn request, of which SM&A had knowledge at the request with reasonable promptness after learning time of the request, the Holders of such information, then the Holders Registrable Securities shall not be required to pay any of such said expenses and shall retain their rights pursuant or to Section 2.1forfeit the right to one demand registration.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders (not to exceed $35,000) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of holding a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of holding a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationrequest, then the Holders shall not be required to pay any of such expenses and such registration request and subsequent withdrawal shall not count as one demand registration and the Holders shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders 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 2.12.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions and fees of special counsel to a Holder incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders 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 held by the Initiating Holders agree to forfeit their respective right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2. All expenses borne by the Holders of Registrable Securities shall be apportioned based on the number of shares of Registrable Securities included in such registration.

Expenses of Demand Registration. All expenses reasonable and customary expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the (including reasonable fees and reasonable and customary disbursements of one counsel for the selling Holders not to exceed $30,000), shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 participating Holders holders shall bear such expenses pro rata based upon in proportion to the number of Registrable Securities that were to be included in the withdrawn registrationshares for which registration was requested), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2.

Expenses of Demand Registration. All expenses expenses, other than ------------------------------------- underwriting discounts discounts, commissions and commissions fees and disbursements of counsel for the selling Holders, incurred in connection with registrationsthe registration, filings filing or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders Company, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 the demand registration pursuant to Section 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights right pursuant to Section 2.1.1.2;

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses 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 2.12.2; provided further, however, that if at the time of such withdrawal, withdrawal the Holders 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 informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.12.2. All other expenses of any registration proceeding pursuant to Section 2.2 shall be borne pro-rata by the selling Holders.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions and stock transfer taxes incurred in connection with registrations, filings or qualifications the registration and sale of Registrable Securities pursuant to Section 2.12, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, reasonable fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company, which counsel the Company may request be the Company's counsel if such counsel is reasonably acceptable to the Initiating Holders and, if not, shall be selected by the Initiating Holders; provided, however, that in the Company event the Holders retain separate counsel, the reasonable fees and expenses to be reimbursed shall not be required to pay for any expenses exceed $50,000 in a subsequent registration without the prior consent of any registration proceeding begun pursuant to Section 2.1 if the Company. Notwithstanding the foregoing, however, in the event a registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested), then either (i) such expenses shall be borne solely by the Initiating Holders and not by the Company (in which case all Holders participating Holders in such 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 on the Registrable Securities agree to forfeit their right to be registered), or (ii) one of the demand registration pursuant to rights provided for in Section 2.1; provided further, however, that if at 2(a) shall be deemed forfeited. The election permitted by the time of such withdrawal, previous sentence shall be made by the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known proportion 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 Registrable Securities to be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1registered by each.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification feesfiling, qualification, transfer agent, blue sky, NASD, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 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 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 2.11.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.2. All other expenses (including underwriting discounts and commissions) shall be borne by the selling Holders, pro rata among such Holders on the basis of the number of shares of Registrable Securities of each such Holder included in the registration.

Expenses of Demand Registration. All expenses other than underwriting ------------------------------- discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to under Section 2.1 if 1.2, the registration request is for which has been subsequently withdrawn at the request of by the Holders of a majority of the Registrable Securities or is not completed due to be registered (failure to meet the gross offering price requirement set forth in which case all participating such section unless 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 representing a majority of the Registrable Securities agree to forfeit their right to one demand a registration pursuant to under Section 2.1; 1.2, provided further, however, that if at the time of such withdrawalwithdrawal by the Holders of a majority of the Registrable Securities, the Holders have learned of a material adverse change in the conditionoperating results, business, financial condition or prospects business of the Company from that known to the Holders at the time of their the 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 retain their rights right pursuant to Section 2.11.2.