Allocation of Expenses. The Company will pay all Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses” shall mean all expenses incurred by the Company in complying with this [Article II], including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company to represent the selling Stockholder(s), state Blue Sky fees and expenses, the expense of any special audits incidental to or required by any such registration, and the reasonable fees and expenses of one counsel for the selling Stockholders selected by the Stockholders holding a majority of the Registrable Shares to be registered, but excluding underwriting discounts and selling commissions.

Expenses of all registrations underRegistration. Except as otherwise provided in this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses” shall meanAgreement, all expenses incurred by the Company in complyingincidental to the Company’s performance of or compliance with this [Article II]Agreement (the “Registration Expenses”), including, without limitation,including # all registrationRegistration and filing fees, exchange listing fees, printing expenses,fees (including # with respect to Company filings required to be made with the Commission, all applicable securities exchanges and/or FINRA and # compliance with securities or blue sky laws including any fees and expensesdisbursements of counsel for the Company to representunderwriter(s) in connection with blue sky qualifications of the selling Stockholder(s), state Blue SkyRegistrable Securities); # word processing, duplicating and printing expenses; # messenger, telephone and delivery expenses; # fees and expenses, the expensedisbursements of any special audits incidental to or required by any such registration, and the reasonable fees and expenses of one counsel for the selling Stockholders selectedCompany; # fees and disbursements of the Company’s independent certified public accountants (including, without limitation, the fees and disbursements in connection with any “comfort” letters pursuant to [Section 2.3(j)] of this Agreement), and other special experts retained by the Stockholders holding a majorityCompany, shall be borne by the Company. All fees and disbursements of counsel to any Holder(s), the expenses of any liability insurance obtained by any Holder(s) and transfer taxes incurred in connection with the offering of any Registrable Shares toSecurities shall be registered, but excluding underwriting discounts and selling commissions.borne by the Participating Holder(s).

“Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses” shall mean all expenses incurred by the Company in complying witheffecting any registration pursuant to this [Article II],Agreement, including, without limitation, (i) all registration and filing fees, exchange listing fees, printing expenses,fees and any other fees and expenses associated with filings required to be made with the SEC or any securities exchange or inter-dealer quotation system on which the Common Stock are at such time admitted for trading or otherwise quoted), (ii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iii) fees and disbursements of counsel for the Company to represent the selling Stockholder(s), state Blue SkyCompany, (iv) blue sky fees and expenses, (v) all fees and expenses incurred in connection with the expenselisting of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vi) expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incidentalincident to or required by any such registration, and the reasonable(vii) all fees and expenses of one counsel for the selling Stockholders selectedany special experts or other Persons retained by the Stockholders holding a majorityCompany in connection with any registration, and (viii) all of the Registrable Shares to be registered, but excluding underwriting discountsCompany’s internal expenses (including all salaries and selling commissions.expenses of its officers and employees performing legal or accounting duties).

The Company will payshall bear all Registration Expenses incurred in connection with the registration of all registrations underthe Registrable Securities pursuant to this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses”“Registration Expenses” shall mean any and all expenses incurred byincident to the Company in complyingperformance of or compliance with this [Article II], including,Agreement, including without limitation,limitation: # all registration and filing fees; # all fees and expenses associated with a required listing of the Registrable Securities on any securities exchange; # fees and expenses with respect to filings required to be made with an exchange or any securities industry self-regulatory body; # fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel for the underwriters or holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); # printing, messenger, telephone and delivery expenses of the Company; # fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters, or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters, if such comfort letter or comfort letters is required by the managing underwriter); # securities acts liability insurance, if the Company so desires; # all internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); # the expense of any annual audit; and # the fees and expenses of any Person, including special experts, retained by the Company; provided, however that “Registration Expenses” shall not include underwriting fees, exchange listing fees, printing expenses,discounts or commissions attributable to the sale of the Registrable Securities or any legal fees and expenses of counsel forto the Company to represent the selling Stockholder(s), state Blue Sky fees and expenses, the expense of any special audits incidental to or required by any such registration, and the reasonable fees and expenses of one counsel for the selling Stockholders selected by the Stockholders holding a majority of the Registrable Shares to be registered, but excluding underwriting discounts and selling commissions.​.

Registration Expenses. All fees and expenses incident to the performance of Expenses.or compliance with, this Agreement by ​ shall be borne by ​ whether or not any Registrable Securities are sold pursuant to a Registration Statement. The Company will pay all Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4],fees and expenses referred to in the term “Registration Expenses”foregoing sentence shall mean all expenses incurred by the Company in complying with this [Article II], including,include, without limitation, # all registration and filing fees, exchange listing fees, printing expenses,fees (including, without limitation, fees and expenses of ​’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by ​ in writing (including, without limitation, fees and disbursements of counsel for the Company to represent the selling Stockholder(s), state​ in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), # messenger, telephone and delivery expenses, # fees and expenses,disbursements of counsel for ​, # Securities Act liability insurance, if ​ so desires such insurance, and # fees and expenses of all other Persons retained by ​ in connection with the consummation of the transactions contemplated by this Agreement. In addition, ​ shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any special audits incidental to or required by any such registration,annual audit and the reasonable fees and expenses of one counsel forincurred in connection with the selling Stockholders selected by the Stockholders holding a majoritylisting of the Registrable SharesSecurities on any securities exchange as required hereunder. In no event shall ​ be responsible for any broker or similar commissions of any Holder or, except to be registered, but excluding underwriting discounts and selling commissions.the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by ​ shall be borne by ​ whether or not any Registrable Securities are sold pursuant to a Registration Statement. The Company will pay all Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4],fees and expenses referred to in the term “Registration Expenses”foregoing sentence shall mean all expenses incurred by the Company in complying with this [Article II], including,include, without limitation, # all registration and filing fees, exchange listing fees, printing expenses,fees (including, without limitation, fees and expenses of ​’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by ​ in writing (including, without limitation, fees and disbursements of counsel for the Company to represent the selling Stockholder(s), state​ in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), # messenger, telephone and delivery expenses, # fees and expenses,disbursements of counsel for ​, # Securities Act liability insurance, if ​ so desires such insurance to be purchased at the sole discretion of ​, and # fees and expenses of all other Persons retained by ​ in connection with the consummation of the transactions contemplated by this Agreement. In addition, ​ shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any special audits incidental to or required by any such registration,annual audit and the reasonable fees and expenses of one counsel forincurred in connection with the selling Stockholders selected by the Stockholders holding a majoritylisting of the Registrable SharesSecurities on any securities exchange as required hereunder. In no event shall ​ be responsible for any broker or similar commissions of any Holder or, except to be registered, but excluding underwriting discounts and selling commissions.the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of Expenses. The Company will pay all Registration Expenses of all registrations underor compliance with this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses” shall mean all expenses incurredAgreement by the Company​ shall be borne by the ​ whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in complying with this [Article II], including,the foregoing sentence shall include, without limitation, # all registration and filing fees, exchange listing fees,fees (including, without limitation, fees and expenses # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the ​ in writing (including, without limitation, fees and disbursements of counsel for the ​ in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # if not previously paid by the ​ in connection with an issuer filing, with respect to any filing that may be required to be made by any broker through which a ​ intends to make sales of Registrable Securities, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities, # messenger, telephone and delivery expenses, # fees and disbursements of counsel for the ​, # Securities Act liability insurance, if the ​ so desires such insurance, and # fees and expenses of counselall other Persons retained by the ​ in connection with the consummation of the transactions contemplated by this Agreement. In addition, the ​ shall be responsible for all of its internal expenses incurred in connection with the Company to representconsummation of the selling Stockholder(s), state Blue Sky feestransactions contemplated by this Agreement (including, without limitation, all salaries and expenses,expenses of its officers and employees performing legal or accounting duties), the expense of any special audits incidental to or required by any such registration,annual audit and the reasonable fees and expenses of one counsel forincurred in connection with the selling Stockholders selected by the Stockholders holding a majoritylisting of the Registrable SharesSecurities on any securities exchange as required hereunder. In no event shall the ​ be responsible for any broker or similar commissions of ​ or, except to be registered, but excluding underwriting discounts and selling commissions.the extent provided for in the Transaction Documents, any legal fees or other costs of the ​.

Registration Expenses. All fees and expenses incident to the performance of Expenses.or compliance with, this Agreement by ​ shall be borne by ​ whether or not any Registrable Securities are sold pursuant to a Registration Statement. The Company will pay all Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4],fees and expenses referred to in the term “Registration Expenses”foregoing sentence shall mean all expenses incurred by the Company in complying with this [Article II], including,include, without limitation, # all registration and filing fees, exchange listing fees, printing expenses,fees (including, without limitation, fees and expenses of ​’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by ​ in writing (including, without limitation, fees and disbursements of counsel for the Company to represent the selling Stockholder(s), state​ in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # if not previously paid by ​ in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), # messenger, telephone and delivery expenses, # fees and expenses,disbursements of counsel for ​, # Securities Act liability insurance, if ​ so desires such insurance, and # fees and expenses of all other Persons retained by ​ in connection with the consummation of the transactions contemplated by this Agreement. In addition, ​ shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any special audits incidental to or required by any such registration,annual audit and the reasonable fees and expenses of one counsel forincurred in connection with the selling Stockholders selected by the Stockholders holding a majoritylisting of the Registrable SharesSecurities on any securities exchange as required hereunder. In no event shall ​ be responsible for any broker or similar commissions of any Holder or, except to be registered, but excluding underwriting discounts and selling commissions.the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

Registration Expenses. All fees and expenses incident to the performance of Expenses. The Company will pay all Registration Expenses of all registrations under this Agreement. For purposes of this [Section 2.4], the term “Registration Expenses” shall mean all expenses incurred by the Company in complyingor compliance with this [Article II], including,Agreement by ​ shall be borne by ​ whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees, exchange listing fees,fees (including, without limitation, fees and expenses # with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, # in compliance with applicable state securities or Blue Sky laws reasonably agreed to by ​ in writing (including, without limitation, fees and disbursements of counsel for ​ in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # if not previously paid by ​ in connection with an issuer filing, with respect to any filing that may be required to be made by any broker through which a ​ intends to make sales of Registrable Securities, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities, # messenger, telephone and delivery expenses, # fees and disbursements of counsel for ​, # Securities Act liability insurance, if ​ so desires such insurance, and # fees and expenses of counselall other Persons retained by ​ in connection with the consummation of the transactions contemplated by this Agreement. In addition, ​ shall be responsible for all of its internal expenses incurred in connection with the Company to representconsummation of the selling Stockholder(s), state Blue Sky feestransactions contemplated by this Agreement (including, without limitation, all salaries and expenses,expenses of its officers and employees performing legal or accounting duties), the expense of any special audits incidental to or required by any such registration,annual audit and the reasonable fees and expenses of one counsel forincurred in connection with the selling Stockholders selected by the Stockholders holding a majoritylisting of the Registrable SharesSecurities on any securities exchange as required hereunder. In no event shall ​ be responsible for any broker or similar commissions of ​ or, except to be registered, but excluding underwriting discounts and selling commissions.the extent provided for in the Transaction Documents, any legal fees or other costs of ​.