Common use of Expenses of Registration Clause in Contracts

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers printing and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof if any, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Legal Counsel, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the CompanyCompany and, and in the event the Company fails to comply with the reasonable requests of Legal Counsel made pursuant to Section 3(c) of this Agreement, the fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Legal Counsel, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 Articles II and 3III, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors Purchasers pursuant to Sections 2(b) and 3(h) Section 2.2, hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred by the Company or the Purchasers in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 above, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Purchasers, shall be borne by the Company, excluding underwriting discounts, selling commissions and similar costs which shall be borne by the Purchasers.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company. Notwithstanding the foregoing, the Investor shall be responsible for all expenses, fees and disbursements incurred by such Investor or on such Investor's behalf, including all fees and disbursements of counsel to the Investor.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company. Each Investor will pay its own expenses, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Companyincluding, without limitation, its own legal expenses commissions for re-selling Registrable Securities.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company. The Investors shall bear the fees and disbursements of their counsel.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, including all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company shall be paid by the Company, and . The Company shall also reimburse the Investors for the reasonable fees and disbursements of one counsel selected by the Initial Investors Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2(b) 2 and 3(h) hereof shall be borne by the Company3 of this Agreement.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, including all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company shall be paid by the Company, and except as provided in Section 3(h). The Company shall also reimburse the Investors for the reasonable fees and disbursements of one counsel selected by the Initial Investors Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2(b) 2 and 3(h) hereof shall be borne by the Company3 of this Agreement.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable Company (but not including fees and disbursements of one for counsel selected by the Initial Investors pursuant to Sections 2(bfor any Buyer) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable Company (but not fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(bLegal Counsel) and 3(h) hereof shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors Buyer pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionsSelling ------------------------ Expenses, incurred in connection with registrations, filings or qualifications pursuant to Sections sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the CompanyCompany except as otherwise specifically provided herein.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the Investors selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof holding a majority of the Registrable Securities, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the CompanyCompany except as otherwise specifically proved herein.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and subject to Section 4(f) of the Purchase Agreement, the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne paid by the Company; provided, however, that Holders whose Registrable Securities are included in the second Registration Statement filed under Section 2(b) shall bear all of the foregoing expenses.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionssales or brokerage commissions of the Investors, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the CompanyCompany and Legal Counsel for the Investors, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections Section 2(b) and 3(h) hereof hereof, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions and other than as set forth in the Securities Purchase Agreement, incurred in connection with registrationsregistrations including comments, filings or qualifications pursuant to Sections Section 2 and Section 3, including, without limitation, all registration, listing and qualification qualifications fees, printers printing and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors Investor pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant Company related to Sections 2(b) and 3(h) hereof registrations shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, expenses (other than expenses incurred pursuant to Section 3.j(iv) and (v) and underwriting discounts and commissions, ) incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Legal Counsel, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 2, 3, including4 and 5, without limitation, including all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company shall be paid by the Company, and . The Company shall also reimburse the Investors for the reasonable fees and disbursements of one counsel selected by the Initial Investors Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2(b) 2, 3, 4 and 3(h) hereof shall be borne by the Company5, of this Agreement.

Expenses of Registration. All reasonable expenses, other than ------------------------ underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, (i) all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of legal counsel for the Company, and (ii) the reasonable fees and disbursements up to but not in excess of $5,000, of one legal counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(bSection 3(e) and 3(h) hereof hereof, shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than expenses incurred pursuant to Section 3(j)(iv) and (v) and underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Legal Counsel, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting expenses, discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company, except as otherwise specifically provided herein.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers printing and accounting fees, the and reasonable fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred by the Company or the Purchaser in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 above, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Purchaser, shall be borne by the Company, excluding underwriting discounts, selling commissions and similar costs which shall be borne by the Purchaser.

Expenses of Registration. All reasonable fees and expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant Legal Counsel (such fees and disbursements of Legal Counsel not to Sections 2(b) and 3(h) hereof exceed $3,000), shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne paid by the Company, provided that the Company shall have no obligation to pay any costs or expenses incurred by the Investor, including, without limitation, any attorney’s fees.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of Legal Counsel (up to an aggregate of $10,000) in connection with registration filing or qualification pursuant to Sections 2 and 3 of this Agreement and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, including (without limitation, ) all registration, listing filing and qualification fees, printers and accounting printers' fees, the fees and disbursements expenses of counsel and accountants for the Company, Company and the reasonable fees and disbursements of one firm of counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof selling Holders, shall be borne by the Company, even if such registrations, filings, or qualifications do not become effective, subject to Section 2(c).

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions or fees and disbursements of counsel for any of the Holders, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 hereof, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionssales or brokerage commissions , incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected all other persons retained by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company. In addition, the Company shall pay all of the Investors' reasonable costs (including legal fees) incurred in connection with the successful enforcement of the Investors' rights hereunder.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionsdiscounts, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, shall be borne by the Company, subject, with respect to expenses incurred by the Investors, to the limit stated in Section 4(h) of the Securities Purchase Agreement.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the CompanyCompany (but not counsel for the Investor), and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, including (without limitation, ) all registration, listing filing and qualification fees, printers and accounting printers' fees, the fees and disbursements expenses of counsel and accountants for the Company, Company and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof selling Holders, shall be borne by the Company, even if such registrations, filings, or qualifications do not become effective, subject to Section 2(c).

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company. Subject to Section 4(f) of the Securities Purchase Agreement, the Investors shall be responsible for their own legal fees.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable Company (but not including fees and disbursements of one for counsel selected by for the Initial Investors pursuant to Sections 2(bBuyer) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3Section 2, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company. The Shareholder shall bear the fees and disbursements of its own counsel.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions and other than fees and disbursements of counsel to the Investors, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred by the Company or the Investors in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 above, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. 5.1 All reasonable expenses, other than underwriting discounts and sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 2.0 and 33.0, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof if any, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and and, subject to Section 4(f) of the Securities Purchase Agreement, the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by for all the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Holders shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions and transfer taxes, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, which fees shall not exceed $3,000, shall be borne paid by the Company.

Expenses of Registration. All Except as provided in Section 2(b), all reasonable expenses, other than underwriting discounts and commissions and other fees and expenses of investment bankers and other than brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and Section 3, but including, without limitation, all registration, listing listing, and qualification qualifications fees, printers and accounting fees, fees and disbursements of one counsel for the Investors, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than the underwriting fees, discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions and fees and disbursements of Investors' counsel, accountants, investment bankers or other advisors or agents, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and shall be paid by the reasonable Company. The fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof the Inspectors shall be borne by the Companyeach Investor.

Expenses of Registration. All reasonable expenses, expenses (other than that underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications qualification pursuant to Sections 2 and Section 3, and fees and expenses of counsel for the Investors), but including, without limitation, all registration, listing listing, and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting feesfees shall be paid by the Company. In addition, the fees and disbursements of counsel Company shall reimburse the Investors for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors Legal Counsel in connection with registrations, filings or qualifications pursuant to Sections 2(b) Section 2 and 3(h) hereof shall be borne by the Company3 of this Agreement.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts discounts, brokerage commissions and commissionsfees and disbursements of Legal Counsel and other advisors to the Investors, incurred in connection with registrations, filings or qualifications pursuant to Sections SECTION 2 and SECTION 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and reasonable fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company; provided that each Investor shall be responsible for the discounts and commissions relating to its sales through broker-dealers and/or underwriters.

Expenses of Registration. All reasonable expenses, other than underwriting fees, discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and the Company's accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements contemplated by Section 3(j) hereof. Notwithstanding the foregoing, the Company will pay all of one counsel selected by the Initial Investors pursuant to Sections 2(bInvestors' costs and expenses (including reasonable legal fees and expenses) and 3(h) hereof shall be borne by the Companyincurred in connection with enforcing their rights hereunder.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and Section 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company, provided, however, that the Investors shall bear the fees and out-of-pocket expenses of any legal counsel retained by the Investors.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions and transfer taxes, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 2, 3, 4 and 35 hereof, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Holders shall be borne 50% by the Holders participating in the particular registration and 50% by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the CompanyParent, and the reasonable fees and disbursements of one counsel selected by the Initial Investors Shareholders pursuant to Sections 2(b) and Section 3(h) hereof hereof, up to a maximum of [$20,000], shall be borne by the CompanyParent.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and and, subject to Section 1.2(e) of the Securities Purchase Agreement, the reasonable fees and disbursements of one counsel selected by the Initial Investors Investor pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, excluding underwriter's discounts and commissions, but including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company. In addition, and the Company shall pay all of the Investors' reasonable fees and disbursements costs (including legal fees) incurred in connection with the successful enforcement of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the CompanyInvestors' rights hereunder.

Expenses of Registration. All reasonable expenses, other than expenses incurred pursuant to Section 3.j(iv) and (v) and underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Legal Counsel, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings filings, or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and printing fees, accounting fees, the fees and disbursements of counsel for the Company, Company and the reasonable $1,000.00 USD of fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investor, shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred by the Company or the Investors in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 above, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company. In addition, the Company shall pay all of the Investors' costs and expenses (including legal fees) incurred in connection with the enforcement of the rights of the Investors hereunder.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, shall be borne paid by the Company. In addition, the Company shall pay all of the Investors' reasonable costs (including legal fees) incurred in connection with the successful enforcement of the Investors' rights hereunder.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions and other fees and expenses of investment bankers and other than brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and Section 3, but including, without limitation, all registration, listing listing, and qualification qualifications fees, printers and accounting fees, and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors Buyers pursuant to Sections 2(b) and 3(h3(g) hereof shall be borne by the Company.

Expenses of Registration. All Subject to Section 2.1, all reasonable expenses, other than underwriting discounts and commissions, incurred by Purchaser in connection with registrations, filings or qualifications pursuant to Sections 2 Articles II and 3III, including, without limitation, the reasonable fees and disbursements of one counsel to the Purchaser, including any of its transferees (such fees and expenses not to exceed $5,000), and all registration, listing and qualification fees, printers and accounting fees, and the fees and disbursements of counsel for the Company and other expenses of the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by Legal Counsel (which fees and disbursements shall not exceed $10,000 in the Initial Investors pursuant to Sections 2(baggregate) and 3(h) hereof shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections SECTION 2 and SECTION 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable all fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Legal Counsel, shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred by the Company in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 above, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and shall be borne by the reasonable fees Company. Fees and disbursements of one counsel selected by the Initial Investors in connection with registrations, filings or qualifications pursuant to Sections 2(b) 2 and 3(h) hereof 3 above shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissionscommissions and the fees and expenses of Legal Counsel or other legal and professional advisors to any Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the and fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Company shall be borne paid by the Company.

Expenses of Registration. All reasonable expenses, other than including underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the CompanyInvestor. The Investor shall bear the fees and disbursements of its counsel.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 2, 3 and 34 hereof, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant Holders to Sections 2(b) the extent related to the Registration and 3(h) hereof Registrable Stock hereunder shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one (1) firm of counsel selected by for the Initial Investors pursuant to Sections 2(b) and 3(h) hereof Investors, shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements (not to exceed $3,000 in the aggregate) of one counsel selected by the Initial Investors Investor pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, expenses (other than underwriting discounts and commissions, commissions of the Investor or Distributor) incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and Section 3, but including, without limitation, all registration, listing listing, and qualification qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the CompanyCompany and a fee for a single counsel for the Investor not exceeding $3,500, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.

Expenses of Registration. All reasonable expenses, other than underwriting discounts and commissions, expenses incurred by the Company or the Investors in connection with registrations, filings or qualifications pursuant to Sections 2 and 33 above (excluding brokers' fees, underwriting discounts and commissions, and similar selling expenses and fees and disbursements of counsel for any of the Sellers), including, without limitation, all registration, listing and qualification qualifications fees, printers and accounting fees, fees and the fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to Sections 2(b) and 3(h) hereof shall be borne by the Company.