Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.2, 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 with respect to one (1) such registration; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses); 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, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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any expenses of any registration proceeding begun pursuant to Section 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications for the first three registrations pursuant to Section 2.22.01, 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 of one counsel for the selling Holders Holders, shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 2.01 if the registration request is subsequently withdrawn at the request request, in the case of a registration pursuant to Section 2.01, of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless such Holders, agree to forfeit their right to one demand registration pursuant to Section 2.01, (for which the Holders' expenses otherwise would have been borne by the Company pursuant to this Section 2.05); provided provided, further, however, that if at a Material Adverse Change has occurred since the time date of the request by the Initiating Holders and the Initiating Holders have withdrawn their request with reasonable promptness following disclosure by the Company 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 requestMaterial Adverse Change, then the Holders shall not be required to pay any of such expenses but the Company shall pay all such expenses and such payment shall retain their rights not reduce the number of registrations pursuant to Section 2.2. (b) 2.01 for which the Company is obligated to pay registration expenses hereunder. All such expenses in respect of each other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications registration pursuant to Section 2.3, 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 Series F Holders 2.01 shall be borne by the Company with respect Holders, and, if other Persons participate, such other Persons pro rata in proportion 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered being sold by each Holder and other Persons in such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3registration.

Expenses of Demand Registration. (a) All expenses other than ------------------------------- underwriting discounts and commissions relating to Registrable Securities incurred in connection with each registration, filing or qualification pursuant to Section 1.2(a) or (b) and all registrations, filings or qualifications pursuant to Section 2.21.11, including (without limitation), ) all registration, filing and qualification fees, printers printing 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 with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for -------- ------- any expenses of any registration proceeding begun pursuant to Section 2.2 1.2(a) or (b) if the registration request is subsequently withdrawn at any time at the request of the holders Holders of a majority of the Class D Registrable Securities to be registered pursuant to Section 1.2(b) or the Holders of a majority of the Registrable Securities to be registered pursuant to Section 1.2(a), as the case may be (in which case cases all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities or Class D Registrable Securities, as the case may be, agree to forfeit their right to one demand registration pursuant to Section 1.2(a) or (b) as the case may be; 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 of a majority of the Registrable Securities then outstanding at the time of their requestrequest that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of the Holders of the Registrable Securities or Class D Registrable Securities, as the case may be, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further1.2(a) or (b) as the case may be, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required forfeited. Underwriting discounts and commissions relating to pay any Registrable Securities will be borne and paid ratably by the Holders of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3Registrable Securities.

Expenses of Demand Registration. (a) All expenses (other than underwriting discounts and commissions commissions, which shall be borne by the Holders participating in such registration in proportion to the number of such Holder's Registrable securities over the total number of Registrable Securities included in such registration) incurred in connection with registrations, filings or qualifications pursuant to Section 2.2Sections 3.1 or 3.2, 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 of one (1) counsel for the selling Holders shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to subsection 3.1.1 or Section 2.2 3.2 if the registration request is subsequently withdrawn at the request of the holders Holders of a majority of the Registrable Securities to be registered (provided such majority includes a majority of the Registrable Securities held by the Preferred Shareholders), in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities (provided such majority includes a majority of the Registrable Securities held by the Preferred Shareholders) agree to forfeit their right to the demand registration pursuant to subsection 3.1.1 or Section 3.2; provided further, however, 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 requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain all of their rights pursuant to Section 2.2subsection 3.1.1. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3.

Expenses of Demand Registration. (a) All expenses other than underwriting underwriters’ or brokers’ discounts and commissions relating to Registrable Securities incurred in connection with registrationseach registration, filings filing or qualifications qualification pursuant to Section 2.23(a), including (without limitation), ) all registration, filing and qualification fees, printers printing 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 amount of $50,000), shall be borne and paid by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 3(a) if the registration request is subsequently withdrawn at any time at the request of the holders Holders of a majority of the Registrable Securities to be registered in such registration (in which case all participating Holders shall bear such expensesexpenses pro rata in accordance with the number of Registrable Securities that were to be registered thereunder 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 3(a); provided and provided, further, however, that if at the time of such withdrawal, any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, business or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to the Holders requesting such registration at the time of their requestrequest that makes the proposed offering unreasonable in the good faith judgment of such Holders, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders 3(a) shall not be required forfeited. All underwriters’ and brokers’ discounts and commissions relating to pay Registrable Securities included in any of such expenses and shall retain their rights registration effected pursuant to Section 2.3; 3(a) will be borne and provide further, that if prior to paid ratably by the time Holders of such withdrawal, Registrable Securities on the underwriters have advised the Series F Holders that marketing factors would require a limitation on basis of the number of shares to be Registrable Securities registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain on their rights pursuant to Section 2.3behalf.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.21.2, including (without limitation), ) all registration, filing and qualification fees, printers printers' and accounting fees, fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder and if Company counsel does not make itself available for this purpose, and then the Company will pay the reasonable fees and disbursements of one (1) counsel for the selling Holders Holders) shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.2 if the registration request is subsequently withdrawn at the request of the holders Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expensesexpenses ratably based on the ratio that the amounts of Registrable Securities each participating Holder included in such withdrawn registration statement bears to the total amount of Registrable Securities included in such registration statement by all participating Holders), unless the Initiating Holders agree to forfeit its right to one demand registration pursuant to Section 1.2; 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, condition or prospects of the Company from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights fights pursuant to Section 2.21.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions relating to Registrable Securities incurred in connection with registrationseach registration, filings filing or qualifications qualification pursuant to Section 2.21.2(a), including (without limitation), all registration, filing and qualification fees, printers printing and accounting fees, and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders participating in such registration shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.2(a) if the registration request is subsequently withdrawn at any time at the request of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless (a) such registration request is withdrawn by Holders because the maximum number of Registrable Securities is limited by the underwriters to less than 80% of all Registrable Securities requested to be registered as permitted by Section 1.2(b), or (b) the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2(a); 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 other), business, properties, or prospects of the Company from that known to the Holders of a majority of the Registrable Securities then outstanding at the time of their request, request that makes the proposed offering unreasonable in the good faith judgment of the Holders of a majority of the Registrable Securities then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders 1.2(a) shall not be required forfeited. Underwriting discounts and commissions relating to pay any Registrable Securities will be borne and paid ratably by the Holders of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3Registrable Securities.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.21.2, including (without limitation), ) all registration, filing and qualification fees, printers printers' and accounting fees, fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; 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 with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.2 if the registration request is subsequently withdrawn at the request of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; 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 requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations1.2. For purposes of this section, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 's failure to complete a transaction with respect to two (2) such registrations; provided, however, that the Company shall Creative Friction will not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F Holders have learned of considered 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3change.

Expenses of Demand Registration. (a) All expenses expenses, other than ------------------------------- underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.21.2, including (without limitation), ) all registration, filing and qualification fees, printers printers' and accounting fees, fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, and the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities being included in the registration) shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.2 if the registration request is subsequently withdrawn at the request of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to the demand registration pursuant to Section 1.2; 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, or prospects of the Company from that known to the Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.21.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications a registration pursuant to Section 2.23 and the first two registrations pursuant to Section 4, including (without limitation), limitation all registration, filing registration and qualification fees, printers 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 and the Underwriter (such counsel's fees and disbursements not to exceed twenty-five thousand dollars ($25,000)) shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 Sections 3 or 4 if the registration request is subsequently withdrawn at withdrawn, unless the request of Holders agree to forfeit their right to one (1) demand registration pursuant to Section 4 or forfeit their registration rights entirely under Section 3, as the holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses)may be; provided further, however, that than if at the time of such the 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, then the Holders shall not be required to pay any of such the expenses and shall retain their rights the right to require the Company to register the Registrable Securities pursuant to Section 2.2Sections 3 or 4 as the case may be. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company with respect to two (2) such registrations; provided, however, that the 9.1 The Company shall not be required to pay for stock transfer taxes or underwriters' fees, discounts or commissions relating to the Registrable Securities; and 9.2 If any expenses of any registration proceeding begun pursuant to cost or expense payable by the Company under this Section 2.3 if the registration request 9 is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right attributable solely to one demand registration pursuant to Section 2.3; provided furtherselling shareholder and does not constitute a normal cost or expense of such a registration, howeversuch cost or expense shall be allocated to, and borne by, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3selling shareholder.

Expenses of Demand Registration. (a) All expenses (other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.21.2) incurred in connection with registrations, filings and qualifications of Registrable Securities pursuant to Section 1.2 shall be borne by the Company, including (without limitation), ) all registration, filing and qualification fees, printers printers' and accounting fees, fees and disbursements of counsel for the CompanyCompany (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; 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 with respect to one (1) such registrationHolders; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.2 if the registration request is subsequently withdrawn at the request of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Initiating Holders shall bear such expenses), unless the Initiating Holders agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Initiating Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Initiating Holders at the time of their requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Initiating Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All 1.2; and provided further, however, that notwithstanding the foregoing, such expenses other than underwriting discounts of the Series D Holders and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F E Holders shall be borne by the Company with respect to two (2) such registrations; provided, however, in the event that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear deferred such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further1.2(c), however, that if at the time of such withdrawal, and the Series F D Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the and Series E Holders at the time of their request, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.31.2.

Expenses of Demand Registration. (a) All expenses (other than ------------------------------- underwriting discounts and commissions commissions) relating to Registrable Securities incurred in connection with registrationseach registration, filings filing or qualifications qualification pursuant to Section 2.22.1(a), including (without limitation), all registration, filing and qualification fees, printers printing and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders Fund Holders, shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company -------- ------- shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 2.1(a) if the registration request is subsequently withdrawn at any time at the request of the holders Fund Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses); 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, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Fund Holders shall bear such expenses), unless the holders Fund Holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.32.1(a); provided and provided, further, however, that if -------- ------- at the time of any such withdrawal, withdrawal the Series F Fund Holders have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Fund Holders of a majority of the Registrable Securities then outstanding at the time of their requestrequest that is likely to cause the terms of the proposed offering to be materially less favorable in the good faith judgment of a majority in interest of the Fund Holders of Registrable Securities, then the Series F Fund Holders shall not be required to pay any of such expenses and shall retain their rights the right to one demand registration pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders 2.1(a) shall not be required forfeited. All underwriting discounts and commissions relating to pay Registrable Securities included in any of such expenses and shall retain their rights registration effected pursuant to Section 2.32.1(a) will be borne and paid ratably by the Fund Holders of such Registrable Securities, and, if they participate, the Company and any other holders of the Company's securities.

Expenses of Demand Registration. (a) All expenses (other than underwriting discounts and commissions commissions) incurred in connection with all registrations, filings or qualifications pursuant to Section 2.22.1, including (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 (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 be borne by the Company with respect to one (1) such registrationnot exceed $50,000; providedPROVIDED, howeverFURTHER, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 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 Majority Holders (in which case all participating Holders of Registrable Securities shall bear such expensesexpenses in their entirety), unless the Majority Holders agree to forfeit one (1) demand registration pursuant to Section 2.1; provided furtherPROVIDED, howeverFURTHER, 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 requestrequest and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Majority Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.22.1. (b) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions relating to Registrable Securities incurred in connection with registrationseach registration, filings filing or qualifications qualification pursuant to Section 2.21.1(a), including (without limitation), ) all registration, filing and qualification fees, printers printing and accounting fees, fees and disbursements of counsel for the Company, and of the reasonable fees and disbursements of one counsel for the selling Holders Holders, shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.1(a) if the registration request is subsequently withdrawn at any time at the request of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.1(a); provided and provided, further, however, that if at the time of such withdrawal, any withdrawal described in the foregoing clause the Holders have learned of a material adverse change in the condition, business, or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to the Holders of the Registrable Securities then outstanding at the time of their requestrequest (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith reasonable judgment of the Holders of the Registrable Securities, then the Holders shall not be required to pay any of such expenses and shall retain their rights the right to one demand registrations pursuant to Section 2.2. (b1.1(a) shall not be forfeited. All expenses other than underwriting discounts and commissions incurred relating to Registrable Securities included in connection with registrations, filings or qualifications any registration effected pursuant to Section 2.3, 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 Series F Holders shall 1.1(a) will be borne and paid ratably by the Company 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3Registrable Securities.

Expenses of Demand Registration. (a) All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.21.2, 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 (1) counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be included in such registration shall be borne by the Company with respect to one (1) such registrationCompany; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 1.2 if the registration request is subsequently withdrawn at the request of the holders Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawalwithdrawal or failure to close, (a) the Holders proposing to participate in the registration have learned of a material adverse change in the condition, business, or prospects of the Company from that not known to the such Holders at the time of their requestrequest and other than a change resulting from market factors or other matters over which the Company has no control, (b) the facts producing such change were known to the Company at the time of the request or the Company's delay in disclosing such facts resulted in substantial additional expense, and (c) in the case of withdrawal, such Holders have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the such Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.2. (b) All 1.2. Notwithstanding anything herein to the contrary, any expenses other than underwriting discounts and commissions in excess of $25,000 incurred in connection with registrations, filings or qualifications pursuant to Section 2.3, 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 Series F Holders shall be borne by the Company any special audit required in connection 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 2.3 if the registration request is subsequently withdrawn at the request of the holders of a majority of the Series F Registrable Securities to be registered (in which case all participating Series F Holders shall bear such expenses), unless the holders of a majority of the Series F Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.3; provided further, however, that if at 1.2 shall be borne pro rata by the time of such withdrawal, the Series F 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, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3; and provide further, that if prior to the time of such withdrawal, the underwriters have advised the Series F Holders that marketing factors would require a limitation on the number of shares to be registered by such Series F selling Holders, then the Series F Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.3.