Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by [[Organization A:Organization]] shall be borne by [[Organization 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 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 [[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), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization A:Organization]] so desires such insurance to be purchased at the sole discretion of [[Organization A:Organization]], and # fees and expenses of all other Persons retained by [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization 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 A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to 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 [[Organization A:Organization]] shall be borne by [[Organization 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 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 [[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), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization A:Organization]] so desires such insurance to be purchased at the sole discretion of [[Organization A:Organization]], and # fees and expenses of all other Persons retained by [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization 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 A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to 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 [[Organization A:Organization]] shall be borne by [[Organization 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 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 [[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), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization A:Organization]] so desires such insurance, and # fees and expenses of all other Persons retained by [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization 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 A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to 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 [[Organization A:Organization]] shall be borne by [[Organization 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 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 [[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), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization A:Organization]], # Securities Act liability insurance, if [[Organization A:Organization]] so desires such insurance, and # fees and expenses of all other Persons retained by [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, [[Organization 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 A:Organization]] be responsible for any broker or similar commissions of any Holder or, except to 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 the [[Organization A:Organization]] shall be borne by the [[Organization A:Organization]] 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 (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 [[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, # messenger, telephone and delivery expenses, # fees and disbursements of counsel for the [[Organization A:Organization]], # Securities Act liability insurance, if the [[Organization A:Organization]] so desires such insurance, and # fees and expenses of all other Persons retained by the [[Organization A:Organization]] in connection with the consummation of the transactions contemplated by this Agreement. In addition, the [[Organization 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 A:Organization]] be responsible for any broker or similar commissions of [[Organization B:Organization]] or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the [[Organization B:Organization]].

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by [[Organization B:Organization]] shall be borne by [[Organization B:Organization]] 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 (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 [[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, # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # 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 [[Organization A:Organization]] or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of [[Organization A:Organization]].

Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by [[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 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 [[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), # messenger, telephone and delivery expenses, # fees and disbursements of counsel for [[Organization B:Organization]], # Securities Act liability insurance, if [[Organization B:Organization]] so desires such insurance, and # 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 Documents, any legal fees or other costs of the Holders.

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. [[Organization A:Organization]] shall bear all fees and expenses incurred in connection with the performance by [[Organization A:Organization]] of its obligations under Sections (a) and (b) whether or not any Registration Statement is declared effective. Such fees and expenses 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 Commission and # of compliance with federal, provincial and state securities or “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 in a form eligible for deposit with The Depository Trust [[Organization A:Organization]]), # all reasonable expenses of any persons in preparing or assisting in preparing, word processing, printing and 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 A:Organization]] in connection with any Resale Documents, # reasonable fees and disbursements of the registrar and transfer agent for the Shares, # U.S. Securities Act liability insurance obtained by [[Organization A:Organization]] in its sole discretion and # the reasonable and documented or invoiced fees and disbursements of Special Counsel. In addition, [[Organization A:Organization]] shall pay the internal expenses of [[Organization A:Organization]] (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by [[Organization A:Organization]] of the Registrable Securities on any securities exchange on which similar securities of [[Organization A:Organization]] are then listed and the fees and expenses of any person, including special experts, retained by [[Organization A:Organization]]. Notwithstanding the provisions of this Section (d), each seller of Registrable Securities shall pay any fees and disbursements of such seller’s counsel, broker’s commission, agency fee or underwriter’s discount or commission in connection with the sale of the Registrable Securities under a Resale Document.

all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) # with respect to filings made with the SEC, # 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 Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and # with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, # printing expenses, # messenger, telephone and delivery expenses, # fees and disbursements of counsel for the Company, # 1933 Act liability insurance, if the Company so desires such insurance, # fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit B and # reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company 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 Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

Expenses of Registration. Except as otherwise provided in this Agreement, all expenses incurred by the Company incidental to the Company’s performance of or compliance with this Agreement (the “Registration Expenses”), including # all Registration and filing 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 disbursements of counsel for the underwriter(s) in connection with blue sky qualifications of the Registrable Securities); # word processing, duplicating and printing expenses; # messenger, telephone and delivery expenses; # fees and disbursements of counsel for the Company; # 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 Company, 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 Securities shall be borne by the Participating Holder(s).