Common use of Expenses of Registration Clause in Contracts

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expenses.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders designated by the selling Holder which holds the greatest number of Registrable Securities included in such registration (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsection 2.1(a) or Subsection 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement (which Section 3.1 or Section 3.2 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders requesting Registration on a of the Registrable Securities so registered pro rata on the basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements the number of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Companyshares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) XXXX Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power not less than 50% of the Registrable Securities then outstanding held by all XXXX Holders, in the case of a registration requested pursuant to Section 3.1(a)(i), (y) FS Holders holding not less than 50% of the Registrable Securities then outstanding held by all FS Holders, in the case of a registration requested pursuant to Section 3.1(a)(ii), or (z) Note Investor Holders holding not less than 50% of the Registrable Securities then outstanding held by all Note Investor Holders, in the case of a registration requested pursuant to Section 3.1(iii), agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand requested registration pursuant to Section 2.1 (3.1, as applicable, in which event such right shall be forfeited by all XXXX Holders, in the case of clause (x), all FS Holders in the case of clause (y) and all Note Investor Holders in the case of clause (z). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration shall also constitute in proportion to the use by all Holders number of Registrable Securities of one (1) such demand registration); provided, however, that if at shares for which registration was requested. If the time of such withdrawal, Company is required to pay the Holders have learned Registration Expenses of a material adverse change in the condition, business or prospects of the Company from that known withdrawn offering pursuant to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeclause (a) above, then the Holders shall not be required forfeit their rights pursuant to pay any of such expenses and the Company shall pay any and all such expensesSection 3.1 to a demand registration.

Expenses of Registration. All expenses, expenses other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, registrations filings or qualifications of (i) up to two (2) registrations pursuant to this AgreementSection 1.2, including (ii) all registrations pursuant to Section 1.3 and (ii) up to four (4) registrations pursuant to Section 1.4, including, without limitation) , all Registrationregistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, Holders shall be borne by the Company. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 Sections 1.2 or Section 2.2 of this Agreement 1.4 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) unless registration), unless, in the case of a registration requested under Section 1.2, the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); 1.2 and provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expensesretain their rights pursuant to Section 1.4.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities Expenses in connection with registrations pursuant to this Agreement (which shall be borne by allocated and paid as follows: 7.1. With respect to the Holders requesting Registration on a pro rata basis in proportion first two Demand Registrations effected pursuant to their respective numbers of Registrable Securities sold in such Section 2 hereof, the Company shall bear and pay, and with respect to each additional Demand Registration), the Holder shall bear and pay, all expenses incurred in connection with Registrationsany registration, filings filing, or qualifications pursuant qualification of Registrable Securities with respect to this Agreementsuch Demand Registration, including (without limitation) all Registrationregistration, filing and qualification National Association of Securities Dealers, Inc. fees, printers’ all fees and accounting feesexpenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, and the reasonable fees and disbursements of counsel for the Company, and of the Company's independent public accountants, including the expenses of "cold comfort" letters required by or incident to such performance and compliance (the "Registration Expenses"), but in no event shall the Company bear underwriting discounts and reasonable commissions relating to Registrable Securities or fees and disbursement expenses of one Holder's counsel for all selling Holders, (which shall be borne paid by the Company. The Holder) and provided that the Company shall not, however, not be required to pay for any expenses of any Registration proceeding registration begun pursuant to Section 2.1 or Section 2.2 of this Agreement 2 if the Registration request registration is subsequently withdrawn at the request of the Holders holding at least a majority Holder (in which case the Holder shall bear such expense), other than by reason of failure of the voting power Company to comply with Section 5.12 or if the proviso of such section becomes applicable unless the Holder agrees that such withdrawn registration shall constitute one of the Demand Registrations under Section 2 hereof. 7.2. The Company shall bear and pay all Registration Expenses incurred in connection with any Shelf Registrations pursuant to Section 4 and any Piggyback Registrations pursuant to Section 3 for the Holder, but excluding, incremental registration and qualification fees and expenses (including underwriting discounts and commissions relating to Registrable Securities) and any incremental costs and disbursements (including fees and expenses of the Holder's counsel) that result from the inclusion of the Registrable Securities requested to in any Piggyback Registrations (each of which shall be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use paid by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registrationHolder); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expenses.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel counsel, not to exceed $40,000 per registration, for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The ; provided, that the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the financial condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The ; provided, that the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $30,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company Holders (other than fees and dissbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall pay any and all be borne solely by the Holder engaging such expensescounsel) pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Sections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Company Selling Holder Counsel, which shall pay any be borne solely by the Holder engaging such counsel) shall be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsection 2.1(a) or Subsection 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. (a) All expenses, expenses other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSections 2.1 and 2.2, including (without limitation) all Registrationregistration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company, including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered registered in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit one (1) right to demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; provided, 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 Company, taken as a whole, from that known to the Holders at the time of their request 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 2.1. (b) All expenses incurred in connection with a registration requested pursuant to Section 2.3, including all registration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company and the fees and disbursements of counsel for the selling Holder or Holders, shall pay any and all such expensesbe borne pro rata by the Holder or Holders participating in the registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, or pursuant to an IPO, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $50,000, of one counsel for all for, if pursuant to Section 2, the selling HoldersHolders (“Selling Holder Counsel”) or, if otherwise pursuant to an IPO, the Holders (“Holder IPO Counsel”), in each case, selected by the Holders of a majority in interest of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power in interest of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $100,000, of one counsel for all the selling HoldersHolders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1, as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Company Selling Holder Counsel, which shall pay any be borne solely by the Holder engaging such counsel) shall be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.1(a) or Section 2.2 of this Agreement 2.1(b) if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders, including the EIP Holders and the SDWG Holders, shall bear such expenses pro rata based upon the number of Registrable Securities that were actually to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of at least a majority in interest of the Registrable Securities to be included in the applicable registration, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding of at least a majority of the voting power in interest of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Required Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b) , as the Company case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall pay any be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 2.3 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which or Section 2.3, as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1 or Section 2.3. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $50,000, of one counsel for all the selling Holders, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 2.3 if the Registration registration request is subsequently withdrawn at the request of the Required Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Required Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which or Section 2.3, as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1 or Section 2.3. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement (which Section 3.1 or Section 3.2 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders requesting Registration on a of the Registrable Securities so registered pro rata on the basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements the number of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Companyshares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) BLUM Holders holding at least a majority not less than 50% of the voting power of the Registrable Xxxxstrable Securities requested to be Registered then outstanding held by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered BLUM Holders, in the withdrawn Registrationcase of a registration rexxxxted pursuant to Section 3.1(a)(i) unless the or (y) FS Holders of at least a majority of the voting power holding not less than 50% of the Registrable Securities then outstanding outstanding, in the case of a registration requested pursuant to Section 3.1(a)(ii), agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand requested registration pursuant to Section 2.1 (3.1, as applicable, in which event such right shall be forfeited by all BLUM Holders, in the case of clause (x), and axx XS Holders in the case of clause (y). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration shall also constitute in proportion to the use by all Holders number of Registrable Securities of one (1) such demand registration); provided, however, that if at shares for which registration was requested. If the time of such withdrawal, Company is required to pay the Holders have learned Registration Expenses of a material adverse change in the condition, business or prospects of the Company from that known withdrawn offering pursuant to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeclause (a) above, then the Holders shall not be required forfeit their rights pursuant to pay any of such expenses and the Company shall pay any and all such expensesSection 3.1 to a demand registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSection 1, including (without limitation) all Registrationregistration, filing and qualification fees, printers’ and accounting fees, and the fees and disbursements of counsel for the Company Company, and reasonable fees and disbursement disbursements, not to exceed $35,000, of one special counsel for all selling Holdersof the Holders who elect to include their Registrable Securities in any such registrations, filings or qualifications shall be borne by the Company. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 1.2 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 1.2(a) or Section 1.2(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 1.2(a) or Section 1.2(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 1 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by them with the approval of the Company, which approval shall not be unreasonably withheld and which fees and disbursements shall not exceed $30,000 in the aggregate, shall be borne by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; providedprovided further, however, that if if, at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one demand registration pursuant to Section 2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting all Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications any registration effected pursuant to this AgreementSection 2.2, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, Section 2.3 or Section 2.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations under Section 2.2 or Section 2.4 shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration proceeding registration proceedings begun pursuant to Section 2.1 2.2 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.4, the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the has been subsequently withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case securities requesting such registration shall also constitute unless (a) the use by all withdrawal is based upon material adverse information concerning the Company or a material adverse change in any market or the Company’s securities of which the Initiating Holders of Registrable Securities of one (1as defined below) such demand registration); provided, however, that if were not aware at the time of such withdrawal, request or (b) (i) the Holders have learned holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series A Preferred then outstanding, (ii) the Holders holding not less than fifty percent (50%) of the Landmark Registrable Securities, (iii) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred then outstanding or (iv) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B-1 Preferred then outstanding agree to forfeit their right to one requested registration pursuant to Section 2.2(a)(i), Section 2.2(a)(ii), Section 2.2(a)(iii) or Section 2.2(a)(iv) above, respectively, in which event such right shall be forfeited by all such Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) that requested such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a material adverse change in the condition, business or prospects of the Company from that known withdrawn offering pursuant to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeclause (a) above, then the Holders shall not be required forfeit their rights pursuant to pay any of such expenses and the Company shall pay any and all such expensesa registration under Section 2.2.

Expenses of Registration. All expenses, other than the underwriting discounts The Company shall bear and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), pay all expenses incurred in connection with Registrationsany registration, filings filing, or qualifications pursuant qualification of Registrable Securities with respect to this Agreementa Demand Registration for each Selling Holder, including (without limitation) all Registrationregistration, exchange listing, accounting, filing and qualification NASD fees, printers’ all fees and accounting feesexpenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the reasonable fees and disbursements of counsel for the Company Company, and of the Company's independent public accountants, including the expenses of "comfort letters" required by or incident to such performance and compliance and reasonable fees and disbursement disbursements of one firm of counsel for all selling Holders, shall be borne the Initial Holders (selected by the Company. The Company shall notSelling Holders who constitute Majority Selling Holders); provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 2 if the Registration request registration is subsequently withdrawn at the request of the Selling Holders holding at least (if such request is not made as a majority result of any action or inaction of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration Company) (in which case all participating Selling Holders and any other Holders of Registrable Securities to be included in the registration shall bear such expenses pro rata based upon the according to their number of Registrable Securities that were shares requested to be thereby Registered in the withdrawn Registration) registered), unless the all Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such withdrawn registration shall also constitute one of the use by all Demand Registrations under Section 2(a) hereof. Holders shall be responsible for any underwriting discounts and commissions and taxes of any kind (including without limitation, transfer taxes) relating to any disposition, sale or transfer of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expensesSecurities.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $25,000 per registration, of one counsel for all the selling HoldersHolders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that to forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such registration constitutes the use counsel) shall be borne and paid by the Holders pro rata on the basis of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders number of Registrable Securities of one (1) such demand registration); provided, 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 registered on their request 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 the Company shall pay any and all such expensesbehalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one special counsel for all the selling HoldersHolders selected by the holders of a majority of the Registrable Securities (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2 or pursuant to an IPO, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $50,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel,”) or, in the case of an IPO, the Major Investors (“ Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $30,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of at least a majority of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding of at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), reasonable expenses incurred in connection with Registrations, filings or qualifications all registrations effected pursuant to this AgreementSections 1.2, 1.3 and 1.9, including (without limitation) limitation all Registrationregistration, filing and qualification feesfees (including state securities law fees and expenses), printers’ and accounting printing expenses, escrow fees, fees and disbursements of counsel for the Company and (and, if the participating Holders request representation by a separate special counsel for the participating Holders, the reasonable fees and disbursement disbursements of one counsel for all selling Holderssuch counsel), and expenses of any special audits incidental to or required by such registration shall be borne by the Company. The Company shall not; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any Registration proceeding begun registration pursuant to Section 2.1 or Section 2.2 of this Agreement 1.9 if the Registration Company has effected two (2) registrations pursuant to Section 1.9 in the preceding twelve (12) months and paid the expenses thereof, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of Registrable Securities to be registered. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding under Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (have been registered, in which case all participating event the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata based upon on the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power basis of the Registrable Securities then outstanding agree that such registration constitutes to have been registered. Notwithstanding the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); providedpreceding sentence, however, that if at the time of such the withdrawal, the Holders have learned of a material materially adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such said expenses and the Company shall pay any and all such expensesretain their rights pursuant to Section 1.2.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 2.3 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which or Section 2.3, as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1 or Section 2.3. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of a majority in interest of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power in interest of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the Company case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall pay any be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $50,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use and held by the Holders of agree to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedand provided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the Company case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section shall pay any be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of a majority of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding of at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), expenses incurred in connection with Registrations, filings or qualifications all registrations effected pursuant to this AgreementSections 2.2, 2.3 and 2.9, including (without limitation) limitation all Registrationregistration, filing and qualification feesfees (including state securities law fees and expenses), printers’ and accounting printing expenses, escrow fees, fees and disbursements of counsel for the Company and (and, if it is reasonably determined that a separate special counsel for the participating Holders is necessary, the reasonable fees and disbursement disbursements of one counsel for all selling Holderssuch counsel), and expenses of any special audits incidental to or required by such registration shall be borne by the Company. The Company shall not; provided, however, that the Company shall not be required to pay stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any Registration proceeding begun registration pursuant to Section 2.1 or 2.9 after the Company has effected 2 registrations pursuant to Section 2.9, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of Registrable Securities to be registered. Notwithstanding anything to the contrary above, the Company shall not be required to pay for any expenses of any registration proceeding under Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (have been registered, in which case all participating event the Holders of Registrable Securities to have been registered shall bear all such expenses pro rata based upon on the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power basis of the Registrable Securities then outstanding agree that such registration constitutes to have been registered. Notwithstanding the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); providedpreceding sentence, however, that if at the time of such the withdrawal, the Holders have learned of a material materially adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such said expenses and the Company shall pay any and all such expensesretain their rights pursuant to Section 2.2.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement (which Section 3.1 or Section 3.2 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders requesting Registration on a of the Registrable Securities so registered pro rata on the basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements the number of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Companyshares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 3.1, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) (x) XXXX Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power not less than 50% of the Registrable Securities then outstanding held by all XXXX Holders, in the case of a registration requested pursuant to Section 3.1(a)(i), (y) FS Holders holding not less than 50% of the Registrable Securities then outstanding held by all FS Holders, in the case of a registration requested pursuant to Section 3.1(a)(ii), or (z) DLJ Holders holding not less than 50% of the Registrable Securities then outstanding held by all DLJ Holders, in the case of a registration requested pursuant to Section 3.1(iii), agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand requested registration pursuant to Section 2.1 (3.1, as applicable, in which event such right shall be forfeited by all XXXX Holders, in the case of clause (x), all FS Holders in the case of clause (y) and all DLJ Holders in the case of clause (z). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration shall also constitute in proportion to the use by all Holders number of Registrable Securities of one (1) such demand registration); provided, however, that if at shares for which registration was requested. If the time of such withdrawal, Company is required to pay the Holders have learned Registration Expenses of a material adverse change in the condition, business or prospects of the Company from that known withdrawn offering pursuant to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeclause (a) above, then the Holders shall not be required forfeit their rights pursuant to pay any of such expenses and the Company shall pay any and all such expensesSection 3.1 to a demand registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of a majority of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 3, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all selling Holders, Selling Holder Counsel shall be borne and paid by the Company. The Company shall not; provided, however, that (a) the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 3.1 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 3.1.1 or Section 3.1.2, as the case may be, (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1b) such demand registration); providedif, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 3.1.1 or Section 3.1.2, and (c) in connection with a registration pursuant to Section 3.2, the Company shall only be required to bear and pay any the reasonable fees and all such expensesdisbursements of one Selling Holder Counsel in an amount up to $50,000. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 3 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $50,000, of one counsel for all the selling HoldersHolders selected by Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Company Selling Holder Counsel, which shall pay any be borne solely by the Holder engaging such counsel) shall be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable and documented fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; and fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling HoldersCompany, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than including the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration)Agreement, incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification feesfees (including to the Commission and FINRA), printers’ and accounting fees, fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the Company underwriters in connection with blue sky qualifications of the Registrable Securities), fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, “roadshow” expenses to the extent the underwriters recommend a “roadshow” by the Company’s management to facilitate the sale of Registrable Securities, fees and disbursements of counsel for the Company, reasonable fees and disbursement of one counsel for all selling Holders, Holders and any reasonable fees and expenses of underwriters customarily paid by issuers or seller of securities shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder Holders in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expenses.

Expenses of Registration. All expensesRegistration Expenses incurred in connection with any registration, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities qualification or compliance pursuant to this Agreement (which Section 1 shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including Company except as follows: (without limitationa) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay for Registration Expenses of any of registration proceeding begun pursuant to subsection 1.2, the request for which has been subsequently withdrawn by the Initiating Holders, in which latter such case, such expenses and shall be borne pro rata by the Holders requesting such withdrawal. Notwithstanding the foregoing, the Company shall be required to pay for Registration Expenses of any and all registration proceeding begun pursuant to subsection 1.2 if the request for such registration proceeding has been withdrawn (i) by the Initiating Holders at the Company’s request, (ii) due to the occurrence of a Material Adverse Change or (iii) when the Initiating Holders agree to forfeit one (1) other registration for which the Company would be obligated to pay expenses. (b) The Company shall not be required to pay fees or disbursements of legal counsel other than the fees and disbursements of one special counsel selected by a majority of the participating Holders. (c) The Company shall not be required to pay Registration Expenses for more than two (2) registrations pursuant to subsection 1.2. (d) The Company shall not be required to pay Registration Expenses for more than six (6) registrations pursuant to subsection 1.4. (e) The Company shall not be required to pay underwriters’ fees, discounts or commissions relating to Registrable Securities.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications all registrations pursuant to this AgreementSection 4.2, including in connection with all demand registrations under Section 4.1, and in connection with the first three (without limitation3) all RegistrationS-3 registrations under Section 4.3 by each of the Series E Registrable Securities and the Novation Registrable Securities, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersrespectively, shall be borne by the Company. The All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata with the Company shall notand among each other on the basis of the number of shares so registered. Notwithstanding the foregoing sentence, however, be required to pay for any expenses of any Registration if a registration proceeding begun pursuant to Section 2.1 4.1 or Section 2.2 of this Agreement if the Registration request 4.3 is subsequently withdrawn at by the request Holders, either (a) if Holders of the Holders holding at least a majority of the voting power all of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless have been registered agree, then the Holders of at least a majority of the voting power of the Registrable Securities to have been registered shall bear all such Registration Expenses pro rata on the basis of the number of shares to have been registered, or (b) if all such Holders do not agree, then outstanding agree that such registration constitutes the use by the Initiating Holders of will forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration section, and the Company shall also constitute bear such Registration Expenses. Notwithstanding the use by all Holders of Registrable Securities of one (1) such demand registration); providedforegoing, however, that 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 Initiating Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by request, of which the Company had received notice prior to the time of such material adverse changethe request, then the Holders shall not be required to pay any of such expenses said Registration Expenses or to forfeit the right to one demand registration or S-3 registration, as the case may be, and the Company shall pay any and all such expensesthe same.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedand provided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the Company case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall pay any be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement (which Section 2.2, 2.3 or 2.4 herein shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Company. All Selling Expenses incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersany registrations hereunder, shall be borne by the Companyholders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.2 or Section 2.2 2.4, the request of this Agreement if the Registration request is which has been subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders (in which the case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 2.2) or the Initiating S-3 Holders (in which the case such of a registration shall also constitute the use by all Holders of Registrable Securities of one (1pursuant to Section 2.4) such demand registration); provided, however, that if were not aware at the time of such withdrawal, request or (b) the Holders have learned of a material adverse change in the condition, business or prospects majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company from that known shall be obligated pursuant to Section 2.2(c) or 2.4(b)(iv), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the Holders at the time number of their request and have withdrawn the request with reasonable promptness following disclosure by shares for which registration was requested. If the Company is required to pay the Registration Expenses of such material adverse changea withdrawn offering pursuant to clause (a) above, then the Holders such registration shall not be required deemed to pay any have been effected for purposes of such expenses and determining whether the Company shall pay be obligated pursuant to Section 2.2(c) or 2.4(b)(iv), as applicable, to undertake any and all such expensessubsequent registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling HoldersCompany, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration2.1(a); providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesselling Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), commissions) incurred in connection with Registrations, filings or qualifications registrations pursuant to this AgreementSections 3.1 and 3.2, including (including, without limitation) , all Registrationregistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders selected by (x) in the case of an Individual Demand, the Major Stockholder making such Demand, (y) in the event of a Collective Demand, the Exercising Stockholders, acting together by mutual agreement, and (z) otherwise, each Major Stockholder participating in such registration, acting together by mutual agreement (collectively, “Registration Expenses”), shall be borne by the Company. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 3.1 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least a majority of Major Stockholder(s) that made the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration related Demand Request (in which case all participating Holders case, such Major Stockholder(s) shall bear such expenses pro rata based upon the number of Registrable Securities that were requested to be thereby Registered included in the withdrawn Registrationregistration), unless (i) unless in the Holders case of at least a majority of an Individual Demand, the voting power of the Registrable Securities then outstanding agree Major Stockholder that shall have made such registration constitutes the use by the Holders of Individual Demand agrees to forfeit its right to make one (1) demand registration Individual Demand pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); 3.1, provided, however, that if at the time of such withdrawal, the Holders such Major Stockholder shall have learned of a material adverse change in the condition, business or prospects of the Company Material Adverse Change (as defined below) from that known to the Holders such Major Stockholder at the time of their request its Demand Request and shall have withdrawn the request with reasonable promptness (but in any event within five (5) business days) following disclosure by the Company of such material adverse changeMaterial Adverse Change, then the Holders such Major Stockholder shall not be required to pay any of such expenses and the Company shall pay any retain its rights pursuant to Section 3.1 as if such Demand Request was not made and all such expenses.registration shall not count as an Individual Demand or a Collective Demand, as applicable,

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement (which Section 2.2, 2.3 or 2.4 herein shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Company. All Selling Expenses incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersany registrations hereunder, shall be borne by the Companyholders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.2 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.4, the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the has been subsequently withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case requesting such registration shall also constitute proceeding unless (a) the use by all withdrawal is based upon a material adverse event related to the business, properties, condition or operations of the Company of which such Holders of Registrable Securities of one (1) such demand registration); provided, however, that if were not aware at the time of such withdrawal, request (without imputing the knowledge of any non-requesting Holder to any requesting Holders) or (b) the Holders have learned of a material adverse change in the condition, business or prospects majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company from that known shall be obligated pursuant to Section 2.2 or 2.4, as applicable, to undertake any subsequent registration, in which event such right to one requested registration shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the Holders at the time number of their request and have withdrawn the request with reasonable promptness following disclosure by shares for which registration was requested. If the Company is required to pay the Registration Expenses of such material adverse changea withdrawn offering pursuant to clause (a) above, then the Holders such registration shall not be required deemed to pay any have been effected for purposes of such expenses and determining whether the Company shall pay be obligated pursuant to Section 2.2 or 2.4, as applicable, to undertake any and all such expensessubsequent registration.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications two Registrations pursuant to Section 6.1, filing and maintaining the effectiveness of one Resale Registration Statement in accordance with this Agreement, including (without limitation) all Registration, filing any underwritten offering under the Resale Registration Statement pursuant to Section 6.5 and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersunlimited Registrations pursuant to Section 7, shall be borne by the Company. The All Registration Expenses incurred in connection with any other Registration, qualification, or compliance, shall be apportioned among the Holders and other holders of the securities so registered on the basis of the number of shares so registered. Notwithstanding the above, the Company shall not, however, not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 6 if the Registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power Registrable Securities to be registered (which Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities requested agree to be Registered by all Holder in such forfeit their right to one demand Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)Sections 6.1 or 6.2, as applicable; providedprovided 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 Material Adverse Event not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changerequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 6. All Selling Expenses shall be borne by the Company shall pay any and all such expensesholders of the securities Registered pro rata on the basis of the number of shares Registered.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementArticle II, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, shall Holders (“Selling Holder Counsel”); will be borne and paid by the Company. The ; provided that the Company shall not, however, will not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall will bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall will not be required to pay any of such expenses and will not forfeit their right to one registration pursuant to Section 2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Article II will be borne and paid by the Company shall pay any and all such expensesHolders pro rata based on the number of Registrable Securities registered on their behalf as compared to the total number of securities registered.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $40,000 per registration in the case of an IPO or $20,000 in the case of a “follow-on” offering subsequent to an IPO, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesRegistration Expenses incurred in connection with any registration, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities qualification or compliance pursuant to this Agreement (which Section 2.2, 2.3 or 2.4 herein shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Company. All Selling Expenses incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersany registrations hereunder, shall be borne by the Companyholders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.2 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.4, the request of which has been subsequently withdrawn by the Applicable Initiating Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration or Qualified Holders, as applicable, (in which case all participating the Holders shall bear such expenses pro rata expenses) unless (a) the withdrawal is based upon material adverse information concerning the number Company of Registrable Securities that which the Qualified Holders or Applicable Initiating Holders, as applicable, were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if not aware at the time of such withdrawalrequest, or (b) the Holders have learned of a material adverse change in the condition, business or prospects majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company from that known shall be obligated pursuant to Section 2.2(c)(ii) or 2.4(b)(iv), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the Holders at the time number of their request and have withdrawn the request with reasonable promptness following disclosure by shares for which registration was requested. If the Company is not required to pay the Registration Expenses of such material adverse changea withdrawn offering pursuant to clause (a) or (c) above, then the Holders such registration shall not be required deemed to pay any have been effected for purposes of such expenses and determining whether the Company shall pay be obligated pursuant to Section 2.2(c)(ii) or 2.4(b)(iv), as applicable, to undertake any and all such expensessubsequent registration.

Expenses of Registration. All expenses(a) Except as provided in Section 8(b) through 8(d) hereof, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), all expenses incurred in connection with Registrations, filings or qualifications a registration pursuant to this AgreementSections 2, including 3 or 4 (excluding underwriters' discounts and commissions), including, without limitation) limitation all Registration, filing registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and Company, and, the reasonable fees and disbursement disbursements of one (1) counsel for all selling Holders, chosen by the Registered Holders owning a majority of the Registered Securities (or by the Registered Holders owning a majority of the Mezzanine Warrant Stock constituting Registered Securities in the case of a Mezzanine Demand Registration) shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration . (b) If a registration proceeding is begun pursuant to under Section 2.1 or Section 2.2 of this Agreement if the Registration request is 2 but subsequently withdrawn at the request of the Registered Holders holding at least owning a majority of the voting power Registered Securities (or at the request of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least owning a majority of the voting power Mezzanine Warrant Stock constituting Registered Securities in the case of a Mezzanine Demand Registration) such Registered Holders shall have the option (exercisable by Registered Holders owning a majority of the Registrable Registered Securities, or a majority of the Mezzanine Warrant Stock constituting Registered Securities then outstanding agree that in the case of a Mezzanine Demand Registration) of either (i) reserving their right to such Demand Registration pursuant to Section 2, in which case the Registered Holders will pay all expenses of such registration constitutes the use by the Holders of proceeding, or (ii) waiving their right to one (1) Demand Registration under Section 2 (Section 2(a) if the registration proceeding originated with a demand registration pursuant to under Section 2.1 (2(a) hereof), in which case the Company will pay the expenses of such registration shall also constitute proceeding. (c) Registered Holders may withdraw a request made within forty-five (45) days after the use by all Holders end of Registrable Securities of one (1) such demand registration); provided, however, that the fiscal year if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects audited financial statements of the Company for such year and at such year-end materially and adversely differ from that known the financial information furnished to such Holders by the Holders Company at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of request, in which event such material adverse change, then the Registered Holders shall not be required to pay any of the expenses of such withdrawn registration and such withdrawn registration shall be treated for all purposes of this Agreement, including without limitation Section 2(d) hereof, as if it had never occurred. (d) All expenses incurred in connection with a registration which are, under this Section 8, to be borne by Registered Holders shall be borne pro rata by the Registered Holders on the basis of the number of such Holder's Registered Securities (or Registrable Securities proposed to be registered, as the case may be); provided, however, that if any such cost or expense is attributable solely to one Registered Holder and the Company does not constitute a normal cost or expense of such a registration, such cost or expense shall pay any be allocated to and all such expensesborne by that Registered Holder.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2 and all expenses incurred by the Company in connection with a Direct Listing, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $40,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsection 2.1(a) or Subsection 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $25,000, of one counsel for all the selling HoldersStockholders (“Selling Stockholder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least Stockholders of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders selling Stockholders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders Stockholders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; provided, howeverfurther, that if if, at the time of such withdrawal, the Holders Stockholders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders Stockholders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders Stockholders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesStockholders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSections 1.2, including (1.3 and 1.4, including, without limitation) , all Registrationregistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, Holders (not to exceed $25,000) shall be borne by the Company. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 1.2 or Section 2.2 of this Agreement 1.4 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of Registrable Securities representing a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) unless registration), unless, in the case of a registration requested under Section 1.2, the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); 1.2 and provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any retain their rights pursuant to Sections 1.2 and all such expenses1.4.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $40,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement (Demand Registration) if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 Subsections 2.1(a) (in which Form S-1 Demand) or 2.1(b) (Form S-3 Demand), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) (Form S-1 Demand) or 2.1(b) (Form S-3 Demand). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities Expenses in connection with registrations pursuant to this Agreement (which shall be borne by allocated and paid as follows: 6.1. With respect to each Demand Registration (except as otherwise provided in Sections 9.1.5, 9.1.6 and 9.1.7 of the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such RegistrationInvestment Agreement), the Company shall bear and pay all expenses incurred in connection with any registration, filing, or qualification of Registrable Securities with respect to such Demand Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registrationregistration, filing and qualification National Association of Securities Dealers, Inc. fees, printers’ all fees and accounting feesexpenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, and the reasonable fees and disbursements of counsel for the Company Company, and reasonable of the Company's independent public accountants, including the expenses of "cold comfort" letters required by or incident to such performance and compliance (the "Registration Expenses"), but excluding underwriting discounts and commissions relating to Registrable Securities or fees and disbursement expenses of one Holder's counsel for all selling Holders, (which shall be borne paid by the Company. The Company shall notHolder) provided, however, that the Company shall not be required to pay for any expenses of any Registration proceeding registration begun pursuant to Section 2.1 or Section 2.2 of this Agreement 2 if the Registration request registration is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders the Holder shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) expense), unless the Holders of at least a majority Holder agrees that such withdrawn registration shall constitute one of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration registrations under Section 2 hereof. 6.2. The Company shall bear and pay all Registration Expenses incurred in connection with any Piggyback Registrations pursuant to Section 2.1 (3 for the Holder, but excluding, except as otherwise provided in which case such registration shall also constitute Sections 9.1.5, 9.1.6 and 9.1.7 of the use by all Holders of Investment Agreement, underwriting discounts and commissions relating to Registrable Securities or fees and expenses of one the Holder's counsel (1) such demand registrationeach of which shall be paid by the Holder); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects . 6.3. Any failure of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure pay any Registration Expenses as required by this Section 6 shall not relieve the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expensesits obligations under this Agreement.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable Except with respect to the sale of Registrable Securities pursuant to this Agreement (Demand Registrations and the S-3 Registrations set forth in Sections 3 and 4 hereof for which the Company shall be borne by pay for only the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications first two Demand Registrations and the first two S-3 Registrations initiated pursuant to this Agreement, including (the Company shall pay all of the fees and expenses incurred in connection with any registration statement that is initiated pursuant to this Agreement, including, without limitation) , all Registration, SEC and blue sky registration and filing and qualification fees, printers’ printing expenses, transfer agent and accounting registrar fees, the fees and disbursements of counsel for the Company and Company's outside counsel, the reasonable fees and disbursement disbursements of one counsel for all selling Holders, shall be borne by to the CompanyHolders and independent accountants (the "Registration Expenses"). The Company shall not, however, be required to pay for any expenses If a registration proceeding is begun upon the request of any Registration proceeding begun Holders pursuant to Section 2.1 3 or Section 2.2 of this Agreement if the Registration 4 but such request is subsequently withdrawn at withdrawn, then the request Holders of Registrable Securities to have been registered may either: (i) bear all Registration Expenses of such proceeding, pro rata on the basis of the Holders holding at least a majority number of the voting power of the Registrable Securities requested shares to be Registered by all Holder in such Registration (have been registered, in which case all participating Holders the Company shall bear such expenses pro rata based upon the number of Registrable Securities that were be deemed not to be thereby Registered in the withdrawn Registration) unless the Holders of at least have effected a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 3 or 4, as applicable, of this Agreement; or (ii) require the Company to bear all Registration Expenses of such proceeding, in which case such the Company shall be deemed to have effected a registration shall also constitute pursuant to Section 3 or 4, as applicable, of this Agreement. Notwithstanding the use by all Holders of Registrable Securities of one (1) such demand registration); providedforegoing, however, that 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 and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changerequest, then the Holders shall not be required to pay one-half (1/2) of any of such expenses and said Registration Expenses, unless the Company shall have failed to perform any of its obligations with respect to such registration proceeding in which case the holders shall bear none of the Registration Expenses. In such case, the Company shall be deemed not to have effected a registration pursuant to Section 3 or 4, as applicable, of this Agreement. The Holders shall pay all of the fees and expenses incurred in connection with any Demand Registration or S-3 Registration initiated pursuant to this Agreement after the filing of the first two Demand Registrations and all the first two S-3 Registrations. In addition, any underwriting discounts, fees and disbursements of any additional counsel to the Holders, selling commissions and stock transfer or other taxes applicable to the Registrable Securities registered on behalf of Holders shall be borne by the Holders of the Registrable Securities included in such expensesregistration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, fees (including fees and expenses (a) with respect to filings required to be made with the trading market and (b) in compliance with applicable state securities or “Blue Sky” laws); printers’ and accounting fees; all reasonable out-of-pocket expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show”; fees and disbursements of counsel counsel, auditors and accountants for the Company Company; and the reasonable fees and disbursement disbursements of no more than one counsel for all selling HoldersHolders and other selling shareholders together (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this the Existing Registration Rights Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration Initiating Holder(s) (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding Initiating Holder(s) agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, howeverprovided further, that if if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses expenses. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders not to exceed Twenty Five Thousand Dollars ($25,000) (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such to forfeit their right to one registration constitutes pursuant to Subsections 2.1(a) or 2.1(b), as the use case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders number of Registrable Securities of one (1) such demand registration); provided, 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 registered on their request 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 the Company shall pay any and all such expensesbehalf.

Expenses of Registration. All expenses, other than (i) the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), (ii) the special auditing fees exceeding US$25,000 and incurred from the demand registration pursuant to Section 2.1 of this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), (iii) fees and disbursement of the counsel(s) engaged by each Holder (which shall be borne by such Holder) and (iv) fees and expenses charged by the depositary bank and transfer tax applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of no more than US$100,000 of one (1) counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority two thirds (2/3) of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that not known to the Holders at the time of their request 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 the Company shall pay any and all such expenses.

Expenses of Registration. All expenses incident to the Company's performance of, or compliance with, its obligations under this Agreement including, without limitation, all registration and filing fees, all fees and expenses of compliance with securities and "blue sky" laws, all printing and copying expenses, other than all messenger and delivery expenses, all fees and expenses of the underwriting discounts Company's independent certified public accountants and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement counsel (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration)including, incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation, with respect to "comfort" letters and opinions) all Registration(collectively, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, "Registration Expenses") shall be borne by the Company. The Company shall notwill pay its internal expenses (including, howeverwithout limitation, be required to pay for any all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any Registration proceeding begun pursuant annual audit and the expense of any liability insurance) (collectively, "Internal Expenses") and the expenses and fees for listing the securities to Section 2.1 be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or Section 2.2 of this Agreement if traded; and all Selling Expenses shall be borne by the Registration request is subsequently withdrawn at Affiliated Shareholders, the request sellers of the Holders holding at least a majority securities so registered and the Company, to the extent of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses securities registered on its behalf, pro rata based upon on the basis of the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)their shares so registered; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any Registration Expenses if, as a result of the withdrawal of a request for registration by the Demanding Holders, the registration statement does not become effective, in which case the Affiliated Shareholders and other sellers requesting registration shall bear such Registration Expenses pro rata on the basis of the number of their shares so included in the registration request (except for the fees of any counsel for the Affiliated Shareholders, which shall be borne only by the persons whom such counsel represented, pro rata on the basis of the number of their shares so included in the registration request); provided, further, that such registration shall not be counted as a registration pursuant to Subsection 2.1 hereof; and provided, further, that if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by the selling Shareholders, then such expenses and shall be payable by the Company shall pay any and all selling Shareholders pro rata to the extent required by such expensesjurisdiction.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $50,000, of one counsel for all the selling HoldersHolders selected by a majority in interest of the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Sections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications (i) the first two registrations pursuant to this AgreementSection 3.1 hereof and (ii) any registration, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, or compliance pursuant to Section 3.2 or Section 3.4 hereof shall be borne by the Company. The Company shall not; provided, however, that if the Holders bear the Registration Expenses for any registration proceeding begun pursuant to Section 3.1 and subsequently withdrawn by the Holders registering shares therein, such registration proceeding shall not be counted as a requested registration pursuant to Section 3.1 hereof; provided further that the Company shall not be required to pay for any the expenses of any Registration registration proceeding begun pursuant to Section 2.1 3.1 or Section 2.2 of this Agreement 3.4 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder registered, or with respect to registrations pursuant to Section 3.4 because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in such Registration Section 3.4 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be thereby Registered in the withdrawn Registration) so registered, unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that to count such withdrawn registration constitutes the use by the Holders of one (1) demand as a requested registration pursuant to Section 2.1 (3.1 or Section 3.4, as applicable). Furthermore, in which case such registration shall also constitute the use event that a withdrawal by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a is based upon material adverse change in the condition, business or prospects of information relating to the Company that is different from that the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of for registration under Section 3.1, such material adverse change, then the Holders registration shall not be required to pay any treated as a counted registration for purposes of Section 3.1 hereof, even though the Holders do not bear the Registration Expenses for such expenses registration, and the Company shall pay any and bear all Registration Expenses of such expenseswithdrawn registration. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which all Registration Expenses incurred in connection with any registration under Sections 4.1 or 4.2 shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Company. All Selling Expenses incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersany registrations hereunder, shall be borne by the Companyholders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 4.2, the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the has been subsequently withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if were not aware at the time of such withdrawal, request or (b) the Holders have learned of a material adverse change majority of Registrable Shares agree to forfeit their right to registration pursuant to Section 4.2, in which event such right shall be forfeited by all Holders). If the conditionHolders are required to pay the Registration Expenses, business or prospects such expenses shall be borne by the Holders of securities (including Registrable Shares) requesting such registration in proportion to the number of shares for which registration was requested. If the Company from that known is required to pay the Holders at the time Registration Expenses of their request and have a withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeoffering pursuant to clause (a) above, then the Holders shall not be required forfeit their rights pursuant to pay any Section 4.2 to a demand registration. As used herein, "Registration Expenses" means all expenses incurred by the Company in complying with Sections 4.1 and 4.2, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of such counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall pay be paid in any event by the Company), and "Selling Expenses" means all such expensesunderwriting discounts and selling commissions applicable to the sale of Registrable Shares.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of at least 65% of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding of at least a majority of the voting power 65% of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power 65% of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than except for the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration)Agreement, incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees charged by a depositary bank with respect to the deposit of Ordinary Shares if the Company elects to list American depositary shares or any other securities derivative of the Company’s Ordinary Shares, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expenses.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications registrations pursuant to this AgreementSections 2.1, including (without limitation) all Registration, filing 2.2 and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, 2.3 hereof shall be borne by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Sections 2.1 or Section 2.2 of this Agreement and 2.3 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in such Registration Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be thereby Registered in the withdrawn Registration) so registered), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) to forfeit their right to a demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, condition or business or prospects of the Company from that known to the Holders at the time of their request and the Holders of a majority of the Registrable Securities to be registered have withdrawn the request with reasonable promptness 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 Sections 2.1 and 2.3 of this Agreement. All Selling Expenses relating to securities registered on behalf of the Company Holders shall pay any and all be borne by the holders of securities included in such expensesregistration pro rata among each other on the basis of the number of Registrable Securities so registered.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $15,000 of one counsel for all the selling Holders, which counsel shall be acceptable to the holders of a majority in interest of the Initiating Holders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the two-thirds in voting power of the Registrable Securities requested to be Registered by all Holder the Initiating Holders in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the two-thirds in voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; provided, 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 was unknown to the Holders at the time of their request for Registration 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 the Company shall pay any and all such expenses.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) ), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expenses.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (Selling Expenses, which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), as provided herein) incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSection 2, including all (without limitationa) all Registrationregistration, filing filing, and qualification fees, (b) printers’ and accounting fees, (c) fees and disbursements of counsel for the Company and (d) the reasonable fees and disbursement disbursements of one (1) counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder registered in such Registration registration (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that to be registered in such registration constitutes elect not to pay the use by the Holders of registration expenses therefor and forfeit their right to one (1) demand registration statement pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registrationSubsection 2.1(a); provided, howeverfurther, that if if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. (a) All expenses, expenses other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSections 1.2, including (1.3 and 1.4, including, without limitation) , all Registrationregistration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, Holders not to exceed $10,000) shall be borne by the Company. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 1.2 or Section 2.2 of this Agreement 1.4 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered registered in the withdrawn Registrationregistration). (b) unless All expenses other than underwriting discounts and commissions incurred in connection with the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one first two (12) demand registration registrations, filings or qualifications pursuant to Section 2.1 1.4, including, without limitation, all registration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in which case such registration shall also constitute its capacity as counsel to the use by all selling Holders of Registrable Securities hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one (1counsel for the selling Holders not to exceed $10,000) such demand registration); provided, however, that if at shall be borne by the time of such withdrawalCompany. Notwithstanding the foregoing, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to have the Company bear the expenses of one (1) registration pursuant to Section 1.4. Except as provided in the immediately preceding sentence, all expenses incurred in connection with a registration requested pursuant to Section 1.4, including, without limitation, all registration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company and the Company fees and disbursements of counsel for the selling Holder or Holders, shall pay any and all such expensesbe borne pro rata by the Holder or Holders participating in the registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company and in its capacity as counsel to selling Holders hereunder, provided that if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursement disbursements, not to exceed $25,000, of one counsel for all the selling HoldersHolders selected by them (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All Except as provided below, all of the expenses incurred by the Company in effecting any registration requested pursuant to Section 2, above, including, without limitation, all registration and filing fees, printing expenses, other than the underwriting discounts and selling commissions applicable to the sale expenses of Registrable Securities pursuant to this Agreement compliance with Blue Sky laws (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration)including, incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing fees and qualification fees, printers’ and accounting feesdisbursements of underwriters counsel relating thereto), fees and disbursements of counsel for the Company, and expenses of any audits incidental to or required by any such registration ("Registration Expenses") shall be borne by the Company; provided, however, that the participating Holders shall reimburse the Company for up to $10,000 of such Registration Expenses within 10 days after receipt of an invoice from the Company describing such Registration Expenses in reasonable detail; and reasonable fees provided, further, that if other shareholders with registration rights are included in such registration, the Registration Expenses shall be allocated pro rata among the participating Holders and disbursement each of one counsel for such other shareholders of the Company, as nearly as practicable, on the basis of the fair market value of Registrable Securities, common stock and other securities of the Company requested by the Holders and such other shareholders of the Company to be included in such registration, but in no event shall the participating Holders' share of the expenses exceed $10,000. Except as provided below, all selling HoldersRegistration Expenses incurred by the Company in effecting any registration requested pursuant to Section 4, above, shall be borne by the Company. The In either event, notwithstanding anything in this Section 7 to the contrary, the Company shall not, however, be required have no obligation to pay for or otherwise bear (a) any underwriting discounts or brokerage fees or commissions relating to the sale of Registerable Securities by the Holders, or (b) any Registration Expenses if the payment of such expenses by the Company is prohibited by the laws of a state in which such offering is qualified and only to the extent so prohibited, or (c) any expenses of any Registration proceeding begun pursuant compliance with Blue Sky laws which pertains only to Section 2.1 an individual Holder, or Section 2.2 (d) any fees and disbursements of this Agreement if counsel for the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expensesHolders.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2 or pursuant to an IPO, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $30,000, of one counsel for all the selling HoldersHolders or, in the case of an IPO, one counsel to the Investors (such counsel, “Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subection 2.1(a) or Subection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable and documented fees and disbursement expenses, not to exceed $20,000, of one counsel for all the selling HoldersHolders selected by the Holders of a majority of the Registrable Securities to be registered (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsection 2.1(a) or Subsection 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis a) Except as set forth in proportion to their respective numbers of Registrable Securities sold in such RegistrationSection 2.8(b), the Company shall bear and pay all expenses incurred in connection with Registrationsany registration, filings filing or qualifications qualification of Registrable Securities pursuant to this Agreement, including (without limitation) all Registrationregistration, filing and qualification fees, printers’ and accounting fees, “blue sky” fees and expenses, including fees and disbursements of counsel related to all “blue sky” matters, fees and expenses of listing any Registrable Securities on any securities exchange or automated quotation system on which shares of Common are then listed, fees and disbursements of counsel for the Company but excluding stock transfer taxes that may be payable by the selling Holders and reasonable fees underwriting discounts and disbursement of one counsel for all selling Holderscommissions relating to Registrable Securities covered by such registration, which shall be borne pro rata by the CompanyHolders. The Expenses for any and all registrations not specifically payable by the Company pursuant to this Section 2.8(a) shall be borne pro rata by the selling stockholders based on the number of shares of securities sold by each such selling stockholder in the offering. (b) Notwithstanding Section 2.8(a), the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Initiating Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) expenses), unless the Holders of holding at least a majority of the voting power Registrable Securities agree to forfeit their right to one of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration registrations to which they are entitled pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.2; provided, however, that if such withdrawal occurs prior to the date the registration statement shall have become effective and at the time of such withdrawal, the Holders have learned of a material adverse change in the financial condition, business business, prospects, properties or prospects results of operations of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness within five (5) business days following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expensesretain their respective rights pursuant to Section 2.2.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable expenses incident to the sale Company's performance of Registrable Securities pursuant or compliance with this Agreement, including, without limitation, all registration and filing fees (including, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as may be required under the rules and regulations of the NASD), fees for listing the securities to this Agreement (be registered on each securities exchange on which shall be borne similar securities issued by the Holders requesting Registration Company are then listed or on a pro rata basis in proportion to their respective numbers the Nasdaq Market System, fees and expenses of Registrable Securities sold in such Registration), incurred compliance with securities or blue sky laws (including fees and disbursements of counsel for the underwriters or selling Investors in connection with Registrationsblue sky qualifications and determination of their eligibility for investment under applicable laws), filings or qualifications pursuant to this Agreementprinting expenses, including (without limitation) all Registrationmessenger, filing telephone and qualification feesdelivery expenses, printers’ fees and accounting feesdisbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance), underwriters (excluding underwriters' discounts and commissions) and other persons employed or retained by the Company and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersInvestors in connection with the registration of their Registrable Securities, shall be borne and paid by the Company, regardless of whether the Registration Statement becomes effective ; PROVIDED, HOWEVER, that the Company shall have no obligation to pay or otherwise bear any portion of the underwriters' commissions or discounts attributable to the Registrable Securities being offered and sold by the Investors, or the fees and expenses of more than one counsel for the selling Investors in connection with the registration of the Registrable Securities. The Company shall not, however, be required to also pay for any all expenses of the Investors in connection with any Registration proceeding begun registration initiated pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request which is subsequently withdrawn withdrawn, delayed or abandoned at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); providedCompany, however, that except if at the time of such withdrawal, delay or abandonment is caused by the Holders have learned fraud, material misstatement or omission of a material adverse change fact by an Investor to be included in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expensesregistration.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and the Company shall pay any and all such expenses.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $60,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of a majority of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the Company case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall pay any be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement (which Section 2.2, 2.3 or 2.4 herein shall be borne by the Company, including the expense of one special counsel of the selling Holders requesting Registration on a pro rata basis in proportion not to their respective numbers of Registrable Securities sold in such Registrationexceed Twenty-Five Thousand Dollars ($25,000.00), . All Selling Expenses incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersany registrations hereunder, shall be borne by the Companyholders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.2 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.4, the request of which has been subsequently withdrawn by the Initiating Holders holding at least a majority of unless (a) the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata withdrawal is based upon material adverse information concerning the number Company of Registrable Securities that which the Initiating Holders were to be thereby Registered in not aware at the withdrawn Registrationtime of such request or (b) unless the Holders of at least a majority fifty-five percent (55%) of Registrable Securities agree to deem such registration to have been effected as of the voting power date of such withdrawal for purposes of determining whether the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration Company shall be obligated pursuant to Section 2.1 (2.2(c)(ii) to undertake any subsequent registration, in which case event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required deemed to pay any have been effected for purposes of such expenses and determining whether the Company shall pay be obligated pursuant to Section 2.2(c)(ii) to undertake any and all such expensessubsequent registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $25,000 per registration, of one counsel for all the selling HoldersHolders selected by Holders of at least a majority of the Registrable Securities to be registered(“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Sections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Company Selling Holder Counsel, which shall pay any be borne solely by the Holder engaging such counsel) shall be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting all Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrationsany registration, filings qualification or qualifications compliance pursuant to this AgreementSection 2.2, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersor any registration under Section 2.3 or Section 2.4 herein, shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.2 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.4, the request of which has been subsequently withdrawn by the requisite Holders holding at least (including because a majority sufficient number of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata have withdrawn from the registration so that the minimum offering conditions set forth in Section 2.2 and 2.4 are no longer satisfied), unless (a) the withdrawal is based upon material adverse information concerning the number Company of Registrable Securities that which the requisite Holders were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if not aware at the time of such withdrawalrequest, or (b) in the case of a registration requested pursuant to Section 2.2, the Holders have learned of a material adverse change in the condition, business or prospects majority of the Company from that known Registrable Securities agree to forfeit their right to one requested registration pursuant to Section 2.2, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the Holders at the time number of their request and have withdrawn the request with reasonable promptness following disclosure by shares for which registration was requested. If the Company is required to pay the Registration Expenses of such material adverse changea withdrawn offering pursuant to clause (a) above, then the Holders shall not be required forfeit their right to pay any of such expenses and the Company shall pay any and all such expensesone requested registration pursuant to Section 2.2.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and (i) the reasonable fees and disbursement disbursements, not to exceed $35,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), and (ii) the reasonable fees and disbursements, not to exceed $35,000, of one counsel for the Major Investors in connection with the IPO (the “Major Investor IPO Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which Subsections 2.1(a) or 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable Selling Expenses) arising from, incident to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), or incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this Agreement, including (including, without limitation) , all Registrationregistration, filing filing, listing and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company and its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any sale of Registrable Securities pursuant to a registration); and the reasonable and documented fees and disbursement disbursements, not to exceed $50,000 in the aggregate of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”); fees and expenses incurred in connection with any “road show” for underwritten offerings, including travel expenses, shall be borne and paid by the Company. The Company shall not; provided, however, be required to pay for that if any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power Registrable Securities to be registered (other than during a period of delay under Section 2.1(f)), then the Holders of a majority of the Registrable Securities requested agree to be Registered by all Holder in forfeit their right to one registration (representing such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were withdrawn registration) pursuant to be thereby Registered in the withdrawn RegistrationSections 2.1(d) or 2.1(e), unless the Company is reimbursed by such Holders of at least a majority of requesting withdrawal for all reasonable and documented out-of-pocket expenses incurred by the voting power of the Registrable Securities then outstanding agree that Company in connection with such registration constitutes the use by the Holders (including reasonable fees of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registrationoutside legal counsel and third party accountants); provided, howeverfurther, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with within a reasonable promptness following disclosure by the Company of time after learning such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Sections 2.1(d) or 2.1(e). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications registrations pursuant to this AgreementSections 2.1, including (without limitation) all Registration, filing 2.2 and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, 2.3 shall be borne by the Company. The All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata with the Company shall notand among each other on the basis of the number of shares so registered. Notwithstanding the foregoing sentence, however, be required to pay for any expenses of any Registration if a registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request 2.3 is subsequently withdrawn at the request of by the Holders holding at least a majority requesting such registration, either (a) if Holders of the voting power any number of the Registrable Securities requested to be Registered by all Holder in have been registered agree, then such Registration (in which case all participating agreeing Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that to have been registered shall bear all such Registration Expenses pro rata on the basis of the number of shares to have been registered for such Holders and the Holders shall not be treated as having requested such registration constitutes for purposes of limitations of the use numbers of registrations that may be requested by the Holders of one (1) demand registration pursuant to Section 2.1 or 2.3 as applicable, or (in which case b) if no such Holders agree, then the Holders will forfeit their right to one registration pursuant to such section, and the Company shall also constitute bear such Registration Expenses. Notwithstanding the use by all Holders of Registrable Securities of one (1) such demand registration); providedforegoing, however, that the Holders shall not be required to pay any of said Registration Expenses or to forfeit the right to one demand registration and the Company shall pay the same if (x) at the time of such the withdrawal, the Holders 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, of which the Company should have had knowledge at the time of the request and or (y) if the Holders have withdrawn the registration pursuant to a written 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 the Company shall pay any and all such expensesor its underwriters.

Expenses of Registration. All expensesExcept as specifically provided herein, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Company. All Selling Expenses incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holdersany registrations hereunder, shall be borne by the Companyholders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.3, the request of which has been subsequently withdrawn by the Institutional Investor or the Initiating Holders or requesting Holder(s) unless (a) the Company has requested the Institutional Investor or the Initiating Holders or requesting Holder(s) to withdraw such request or the Company and the Institutional Investor, Initiating Holders or requesting Holders(s) jointly determine that such request should be withdrawn, (b) the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly revealed at least forty-eight (48) hours prior to the request or that the Company had not otherwise notified the Institutional Investor or the Initiating Holders or requesting Holders of at the time of such request or (c) the Institutional Investor or the Holders holding at least of a majority of Registrable Securities, as the voting power of the Registrable Securities case may be, agree to forfeit their right to one requested to be Registered by all Holder in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (or Section 2.3, as applicable, in which case event such right shall be forfeited by all Holders. If the Institutional Investor and/or the Holders are required to pay the Registration Expenses, such expenses shall be borne by the Institutional Investor or the Holders of securities (including Registrable Securities) requesting such registration shall also constitute in proportion to the use by all Holders number of Registrable Securities of one (1) such demand registration); provided, however, that if at shares for which registration was requested. If the time of such withdrawal, Company is required to pay the Holders have learned Registration Expenses of a material adverse change in the condition, business or prospects of the Company from that known withdrawn offering pursuant to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeclause (a) above, then the Holders Institutional Investor or the Holders, as the case may be, shall not be required forfeit their rights pursuant to pay any of such expenses and the Company shall pay any and all such expensesSection 2.1 or Section 2.3.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursement disbursements of one (1) counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of a majority of the Registrable Securities to be registered in such registration, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding of at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power Preferred Interest of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; provided, howeverfurther that if, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one (1) registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all Holders of the Registrable Securities to which such expensesSelling Expenses relate.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Expenses incurred in connection with Registrations, filings or qualifications registrations pursuant to this AgreementSections 2.1, including (without limitation) all Registration, filing 2.2 and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, 2.3 shall be borne by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Sections 2.1 or Section 2.2 of this Agreement and 2.3 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in such Registration Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be thereby Registered in the withdrawn Registration) so registered), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) to forfeit their right to a demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; provided, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) 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 bear the Registration Expenses for such registration and such registration shall not be treated as a counted registration for purposes of Section 2.1 or Section 2.3. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such expenses and registration pro rata among each other on the Company shall pay any and all such expensesbasis of the number of Registrable Securities so registered.

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities Registration Expenses incurred in connection with registrations pursuant to this Agreement (which Sections 2.1, 2.2 and 2.3 shall be borne by the Holders requesting Registration on a pro rata basis in proportion Company (including the expense, not to their respective numbers of Registrable Securities sold in such Registration)exceed $75,000, incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one special counsel for all to the selling Holders, shall be borne by the Company. The Company shall not); provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Sections 2.1 or Section 2.2 of this Agreement and 2.3 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in such Registration Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based upon on the number of Registrable Securities that were requested to be thereby Registered in the withdrawn Registration) so registered), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) to forfeit their right to a demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2.1; providedprovided further that if, however, that if at the time of such withdrawal, the Holders (i) shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that was not known to the Holders at the time of their request or could not have been reasonably known given the prior communication or information provided by the Company to the Holders and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, other than the Except for underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers based upon the number of Registrable Securities sold that are included in such Registration), the registration) all expenses incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSections 2, 3 and 4, including (without limitation) all Registrationregistration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursement disbursements of one counsel for all the selling Holders, shall be borne by the Company. The Notwithstanding the foregoing, the Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2 or Section 2.2 of this Agreement 4 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered requested in the withdrawn Registration) unless registration), unless, in the case of a registration requested under Section 2, the Holders of at least holding a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)2; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then or if such withdrawal is based on the advice of the managing underwriter due to an adverse change in the condition, business, or prospects of the Company, in each case the Holders shall not be required to pay any of such expenses and the Company shall pay any and all retain their rights pursuant to Section 2 or 4 (e.g. such expensesregistrations shall not be counted on account of demand registration).

Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration)commissions, incurred in connection with Registrationsregistrations, filings or qualifications pursuant to this AgreementSections 1.2, 1.3 and 1.4 including (without limitation) all Registrationregistration, filing and qualification fees, printers’ and accounting fees, and the fees and disbursements of counsel for the Company and the reasonable fees and disbursement disbursements of one counsel for all the selling HoldersHolders (which may be counsel for the Company) up to a maximum of $50,000, shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 1 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it is declared effective) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering and the fees and disbursements of any counsel for the participating Holders in excess of $50,000. The Company shall not, however, not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement 1.2 if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) expenses), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)1.2; providedprovided further, however, that that, if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business business, or prospects of the Company from that was not known to the Holders at the time of their request and (ii) 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 the Company shall pay any and all such expensesnot forfeit their rights pursuant to Section 1.2.

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Sections 2.2, 2.3 or 2.4 hereof shall be borne by the Company. The Company shall pay the reasonable fees and expenses, other than not to exceed $25,000 of one special counsel to represent all the underwriting discounts and selling commissions applicable to the sale participating Holders of Registrable Securities pursuant to this Agreement (which Securities. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders requesting Registration on a of the securities so registered pro rata on the basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements the number of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Companyshares so registered. The Company shall not, however, be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 2.2 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at 2.4, the request of which has been subsequently withdrawn by the Initiating Holders holding at least a majority of or the voting power of requesting Holder or Holders under Section 2.4, as the Registrable Securities requested to be Registered by all Holder in such Registration case may be, unless (in which case all participating Holders shall bear such expenses pro rata a) the withdrawal is based upon material adverse information concerning the number Company of Registrable Securities that which the Initiating Holders were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, however, that if not aware at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changeinformation or (b) the Holders of at least seventy percent (70%) of Registrable Securities then outstanding agree to forfeit their right to one requested registration pursuant to Section 2.2, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the Holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not be required forfeit their rights pursuant to pay any of such expenses and the Company shall pay any and all such expensesSection 2.2 or to a demand registration.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed fifty thousand dollars ($50,000), of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”), shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section Subsection 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registrationSubsection 2.1(a); providedprovided further that if, however, that if at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse change, information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company shall pay any and all such expensesHolders pro rata on the basis of the number of Registrable Securities registered on their behalf.

Expenses of Registration. All expenses, expenses (other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), Selling Expenses) incurred in connection with Registrationsregistrations, filings filings, or qualifications pursuant to this AgreementSection 2, including (without limitation) all Registrationregistration, filing filing, and qualification fees, ; printers’ and accounting fees, ; fees and disbursements of counsel for the Company Company; and the reasonable fees and disbursement disbursements, not to exceed $60,000, of one counsel for all the selling HoldersHolders (“Selling Holder Counsel”) selected by the Holders of a majority in interest of the Registrable Securities, shall be borne and paid by the Company. The Company shall not; provided, however, that the Company shall not be required to pay for any expenses of any Registration registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration registration request is subsequently withdrawn at the request of the Holders holding at least of a majority of the voting power in interest of the Registrable Securities requested to be Registered by all Holder in such Registration registered (in which case all participating selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered included in the withdrawn Registration) registration), unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of to forfeit their right to one (1) demand registration pursuant to Section 2.1 (in which 2.1(a) or Section 2.1(b), as the case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration)may be; providedprovided further that if, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company after learning of such material adverse changeinformation, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the Company case may be. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall pay any be borne and all such expensespaid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.