All fees and expenses incident to [[Organization B:Organization]]’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s)) shall be borne by [[Organization B:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with the principal trading market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to [[Organization B:Organization]]’sthe performance of or compliance with its obligations underwith, this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s))[[Organization B:Organization]] shall be borne by [[Organization B:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses of [[Organization B:Organization]]’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with the principal trading marketany Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws)laws reasonably agreed to by [[Organization B:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization B:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement)Securities), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements,Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to [[Organization B:Organization]]’sthe performance ofof, or compliance with its obligations underwith, this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s))[[Organization A:Organization]] shall be borne by [[Organization B:A:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses of [[Organization A:Organization]]’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with the principal trading marketany Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws)laws reasonably agreed to by [[Organization A:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization A:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement)Securities), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:A:Organization]], # Securities Act liability insurance, if [[Organization B:A:Organization]] so desires such insurance,insurance to be purchased at the sole discretion of [[Organization A:Organization]], and # reasonable fees and expenses of all other Persons retained by [[Organization B:A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:A:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements,Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to [[Organization B:Organization]]’sthe performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s))[[Organization B:Organization]] shall be borne by [[Organization B:Organization]] whether or not any Registrable Securities are sold pursuant to athe Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with the principal trading marketany Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws),laws reasonably agreed to by [[Organization B:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization B:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # if not previously paid by [[Organization B:Organization]] in connection with an issuer filing, with respect to any filing that may be required to be made by any broker through which a [[Organization A:Organization]] 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 and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement),Securities, # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:Organization]] be responsible for any broker or similar commissions of any Holder[[Organization A:Organization]] or, except to the extent provided for in the Transaction Agreements,Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.[[Organization A:Organization]].

Registration Expenses. All fees and expenses incident to [[Organization B:Organization]]’sthe performance of or compliance with its obligations underwith, this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s))[[Organization A:Organization]] shall be borne by [[Organization B:A:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses of [[Organization A:Organization]]’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with the principal trading marketany Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws),laws reasonably agreed to by [[Organization A:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization A:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # if not previously paid by [[Organization A:Organization]] 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 and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement)Securities), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:A:Organization]], # Securities Act liability insurance, if [[Organization B:A:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:A:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements,Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to [[Organization B:Organization]]’sthe performance of or compliance with its obligations underwith, this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s))[[Organization A:Organization]] shall be borne by [[Organization B:A:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses of [[Organization A:Organization]]’s counsel and independent registered public accountants) # with respect to filings made with the Commission, # with respect to filings required to be made with the principal trading marketany Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws)laws reasonably agreed to by [[Organization A:Organization]] in writing (including, without limitation, fees and disbursements of counsel for [[Organization A:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement)Securities), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:A:Organization]], # Securities Act liability insurance, if [[Organization B:A:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:A:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall [[Organization B:A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements,Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.

Registration Expenses. All fees and expenses incident to [[Organization B:Organization]]’sthe performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions, which shall be borne solely by the Holder(s))[[Organization A:Organization]] shall be borne by the [[Organization B:A:Organization]] whether or not any Registrable Securities are sold pursuant to athe Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with the principal trading marketany Trading Market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws),laws reasonably agreed to by the [[Organization A:Organization]] in writing (including, without limitation, fees and disbursements of counsel for the [[Organization A:Organization]] in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # if not previously paid by the [[Organization A:Organization]] in connection with an issuer filing, with respect to any filing that may be required to be made by any broker through which a [[Organization B:Organization]] 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 and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement),Securities, # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for the [[Organization B:A:Organization]], # Securities Act liability insurance, if the [[Organization B:A:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by the [[Organization B:A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, the [[Organization B:A:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the [[Organization B:A:Organization]] be responsible for any broker or similar commissions of any Holder[[Organization B:Organization]] or, except to the extent provided for in the Transaction Agreements,Documents, any legal fees or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.[[Organization B:Organization]].

AllRegistration Expenses. [[Organization A:Organization]] shall bear all fees and expenses incident toincurred in connection with the performance by [[Organization B:A:Organization]]’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discountsSections (a) and selling commissions, which shall be borne solely by the Holder(s)) shall be borne by [[Organization B:Organization]](b) whether or not any Registrable Securities are sold pursuant to a Registration Statement. TheStatement is declared effective. Such fees and expenses referred to in the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with FINRA and the principal trading market on which the Common Stock is then listed for trading,Commission and # inof compliance with applicablefederal, provincial and state securities or Blue Sky laws)“blue sky” laws (including, without limitation, and subject to clause (vii) below, reasonable fees and disbursements of the Special Counsel in connection with blue sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders ofin a majority of the Registrable Securities included in the Registration Statement)form eligible for deposit with The Depository Trust [[Organization A:Organization]]), # messenger, telephoneall reasonable expenses of any persons in preparing or assisting in preparing, word processing, printing and delivery expenses,distributing any Resale Document, and any securities sales agreements and other documents relating to the performance of and compliance with this Agreement, # reasonable fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:A:Organization]] so desires such insurance, andin connection with any Resale Documents, # reasonable fees and expensesdisbursements of all other Persons retainedthe registrar and transfer agent for the Shares, # U.S. Securities Act liability insurance obtained by [[Organization B:A:Organization]] in connection withits sole discretion and # the consummationreasonable and documented or invoiced fees and disbursements of the transactions contemplated by this Agreement.Special Counsel. In addition, [[Organization B:A:Organization]] shall be responsible for all of itspay the internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement[[Organization A:Organization]] (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit andaudit, the fees and expenses incurred in connection with the listing by [[Organization A:Organization]] of the Registrable Securities on any securities exchange as required hereunder. In no event shallon which similar securities of [[Organization B:A:Organization]] be responsible for any broker or similar commissionsare then listed and the fees and expenses of any Holder or, except toperson, including special experts, retained by [[Organization A:Organization]]. Notwithstanding the extent provided for in the Transaction Agreements,provisions of this Section (d), each seller of Registrable Securities shall pay any legal fees and disbursements of such seller’s counsel, broker’s commission, agency fee or other costs of the Holders. To the extent that underwriting discounts and selling commissions are incurredunderwriter’s discount or commission in connection with the sale of the Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.under a Resale Document.

AllSection # Expenses. [[Organization B:Organization]], whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to # the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto; # the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, # all fees and expenses incident todisbursements of [[Organization B:Organization]]’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discountscounsel, accountants and selling commissions, which shall be borne solely byother advisors (but not, for the Holder(s)) shall be borne by [[Organization B:Organization]] whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to inavoidance doubt, the foregoing sentence shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with the principal trading market on which the Common Stock is then listed for trading, and # in compliance with applicable state securities or Blue Sky laws), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), # messenger, telephone and delivery expenses, # reasonable fees and disbursements of counsel for [[Organization B:A:Organization]]’s counsel, accountants and other advisors), # the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, # the printing and delivery of copies of any Prospectus and any amendments or supplements thereto requested by [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # reasonable fees and expenses of all other Persons retained by [[Organization B:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization B:Organization]] 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 annual audit and the fees and expenses incurred in connection with the listing or qualification of the Registrable SecuritiesShares for trading on any securities exchange as required hereunder. In no event shall [[Organization B:Organization]] be responsible for any brokerthe Principal Market, or similar commissions of any Holder or, except to the extent provided for in the Transaction Agreements, any legal# filing fees or other costs of the Holders. ToSEC and the extent that underwriting discounts and selling commissions are incurred in connection with the sale of Registrable Securities in an Underwritten Offering hereunder, such underwriting discounts and selling commissions shall be borne by the Holders of Registrable Securities sold pursuant to such Underwritten Offering, pro rata on the basis of the number of Registrable Securities sold on their behalf in such Underwritten Offering.Principal Market.