definiens: means any and all fees and expenses incident to the Company ’s performance of or compliance with Article 4, including : ( i ) SEC, stock exchange and FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the NASDAQ or on any other securities market on which the Company Shares are listed or quoted, ( ii ) fees and expenses of compliance with state securities or laws and in connection with the preparation of a survey, including reasonable fees and expenses of outside counsel, ( iii ) printing and copying expenses, ( iv ) messenger and delivery expenses, ( v ) expenses incurred in connection with any road show, ( vi ) fees and disbursements of counsel f or the Company, ( vii ) with respect to each registration, the fees 2 and disbursements of one counsel for the Participating Holder(s ) ( selected by the Majority Participating Holders ), ( viii ) fees and disbursements of all independent public accountants ( including the expenses of any audit and/or comfort letter and updates thereof ) and fees and expenses of other Persons, including special experts, retained, or authorized to be retained, by the Company, ( ix ) fees and expenses payable to any qualified independent underwriter required under applicable FINRA rules, ( x ) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities ( excluding, for the avoidance of doubt, any underwriting commission, discount or s pread ), ( xi ) any rating agency fees, and ( xii ) expenses for securities law liability insurance