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, not to exceed $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any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1;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business, or prospects of the Company that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain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, 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, not to exceed Forty Thousand Dollars ($15,00040,000), 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any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses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 was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall 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, 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, not to exceed $15,000, disbursements of one counsel for the selling Holders to act, in connection therewith 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 if the registration 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 two demand registration registrations pursuant to Section 2.11; 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 was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.11.

Expenses of Demand Registration. All expenses (other than ------------------------------- underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications pursuant to Section 2.13.2, 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, not to exceed $15,000, disbursements of one special 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 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 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 2.13.2; 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 was not 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 2.1, 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, not to exceed $15,00075,000, 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 if the registration 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 was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall 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, and fees and disbursements of counsel for the Company and the reasonable fees and disbursements, not to exceed $15,000, expenses 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 furtherprovided, 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 was not known to the Holders at the time of their its request and Holders 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 to demand registration 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 printer’s fees, accounting fees and fees and disbursements of counsel for the Company and the reasonable fees and disbursements, not to exceed $15,000, 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 at least 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 by each Holder), 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 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 was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such 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 registrationsregistration), filings or qualifications pursuant to Section 2.12.1 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, not to exceed $15,000, disbursements of one counsel for the selling Holders shall be borne by the CompanyCompany not in excess of $50,000; 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 of Registrable Securities 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 of Registrable Securities have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders of Registrable Securities 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 of Registrable Securities 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, not to exceed $15,000, 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 was not 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 2.1, 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, not to exceed $15,000, disbursements of one counsel for appointed by a majority in interest of 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, howeverprovided, 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 was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such 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 The Company shall bear and pay all expenses, other than underwriting discounts and commissions relating to Registrable Securities, 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) all registration, filing and qualification fees, printers’ ' and accounting fees, fees relating or apportionable thereto and the fees and disbursements of counsel for the Company and 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, not to exceed $15,000, disbursements 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 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 or such registration request lapses in accordance with Section 1.5(b) above (in which case cases 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 then outstanding 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 that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall 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, not to exceed $15,000, disbursements of one counsel for the selling Holders shall be borne by the CompanyCompany with respect to two (2) 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 of the Registrable Securities Demand Right Shares 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 Demand Right Shares agree 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, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such 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 2.1this Article I, 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, not to exceed $15,000, disbursements of one counsel for the selling Holders for each 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 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 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 withdrawal results from information concerning the condition, business, business or prospects of the Company that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationrequest, 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.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings filings, or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements, not to exceed $15,000, 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 on the number of shares of Registrable Securities that were each participating Holder has requested 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 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 was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure by the Company of such 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 fees and expenses of counsel for the Holder and underwriting discounts and commissions 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, not to exceed $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 if the registration 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)Holder, unless the Holders of a majority of the Registrable Securities agree Holder agrees to forfeit their its right to one such demand registration pursuant to Section 2.1; provided further, however, that if at the time of such withdrawal, the Holders have Holder has learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders Holder at the time of their its request and have has withdrawn the request with reasonable promptness after learning following disclosure by the Company of such informationmaterial adverse change, then the Holders Holder shall not be required to pay any of such expenses and shall retain their its rights pursuant to Section 2.1.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions and the fees and disbursements of special counsel for the selling Holders, if any, 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 and the reasonable fees and disbursements, not to exceed $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 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 demand registration pursuant to Section 2.13.2; 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 was not 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, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements, disbursements (not to exceed $15,000, 25,000) 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 if the registration 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 a 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 was not 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 registrationsregistration), filings or qualifications pursuant to Section 2.12.1 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, not to exceed $15,000, disbursements of one counsel for the selling Holders shall be borne by the CompanyCompany not in excess of $50,000; 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 of Registrable Securities 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 of Registrable Securities have learned of a material adverse change in the condition, business, business or prospects of the Company from that was not known to the Holders of Registrable Securities 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 of Registrable Securities 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, not to exceed $15,000, disbursements of one counsel for the selling Holders 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 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 pro rata based upon on the number of Registrable Securities that were proposed to be included in the withdrawn registration), registered by each such Holder) 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, business or prospects of the Company from that was not 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.

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, not to exceed $15,000, 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, the Holders have learned of a ------- material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such 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 expenses, other than underwriting discounts and commissions and any fees and expenses of a special counsel of a selling stockholder, incurred in connection with registrations, filings or qualifications pursuant to Section 2.12, including (without limitation) all registration, federal and state filing and qualification feesfees and expenses, printers’ ' and accounting fees, fees and fees and disbursements of counsel for the Company and the reasonable fees and disbursementsCompany, not to exceed $15,000, of one counsel for the selling Holders shall be borne paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 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; 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 was not 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. The Company's obligations under this 6 shall apply to each registration pursuant to Section 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 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, not to exceed $15,000, 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 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, condition or prospects business of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such informationrequest, 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 hereof.

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, not to exceed $15,000, 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 8. 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 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 was not 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 2.1, 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, disbursements not to exceed $15,000, 25,000 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 if the registration 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, financial condition or prospects business of the Company from that was not known to the Holders at the time of their request the initial filing of the registration statement 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 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 the reasonable fees and disbursements, not to exceed $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 if the registration 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 have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning following disclosure 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 2.1expenses.

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, 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 Initiating 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 demand registration pursuant to Section 2.11.2; provided further, however, that the Holders shall not be required to forfeit such demand right 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 was not 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 information, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.1material adverse change.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrationsthe registration, filings filing or qualifications qualification pursuant to Section 2.13.1, 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, 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 3.1 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 registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one a demand registration pursuant to Section 2.13.1; provided provide 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 was not 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 or qualifications pursuant to Section 2.18(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, not to exceed $15,000, disbursements of one counsel for the selling Holders Investors 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 8(a) if the registration request is subsequently withdrawn at the request of the Holders of Investors owning a majority of the Registrable Securities to be registered (in which case all participating Holders Investors 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 Investors owning a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.18(a); provided further, however, that if at the time of such withdrawal, the Holders Investors have learned of a material adverse change in the condition, business, or prospects of the Company from that was not known to the Holders Investors at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders Investors shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.18(a).