definiens: shall mean all expense s incurred by the Company in connection with any Required Registration pursuant to Section 2.1 o r the Company ’s compliance with Section 2.7 ( exclud ing clauses ( m ), ( n ) and ( r ) thereof ), including, witho ut limitation, all registration and filing fees, fe es and expenses of compliance with securities or blue sky Laws ( inc luding reasonable fees and disbursements of counsel in connection with blue sky qualifications of any Regi strable Securities ), expenses of printing ( i ) certi ficates for any Registrable Securities in a form eligible for d eposit with the Depository Trust Company or ( ii ) Pr ospectuses if the printing of Prospectuses is requested by Hol ders, messenger and delivery expenses, fees and dis bursements of counsel for the Company and its independent cert ified public accountants ( including the expenses of any management review, cold comfort letters or any spec ial audits required by or incident to such performa nce and compliance ), Securities Act liability insurance ( if the Company elects to obtain such insurance ), the reasonable fees and expenses of any special experts retained b y the Company in connection with such registration, fees and expenses of other Persons retained by the Company a nd the reasonable fees and expenses of one ( 1 ) coun sel for the Holders of Registrable Securities in each Requi red Registration, selected by the Holders of a majo rity of the Registrable Securities to be included in such Requi red Registration . In addition, the Company will pay its internal expenses ( including, without limitation, a ll salaries and expenses of its officers and employ ees performing legal or accounting duties ), the expense of any annual audit and the fees and expenses incu rred in 6 connection with the listing of the Purchased Shares to be registered on each securities exchange, if a ny, on which equity securities issued by the Company are then li sted or the quotation of such securities on any nat ional securities exchange on which equity securities issu ed by the Company are then quoted