definiens: shall mean all expenses incurred by the Company in connection with anyRequired Registration pursuant to Section 2.1 or the Company ’s compliance with Section 2.8, including, withoutlimitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky Laws ( includingreasonable fees and disbursements of counsel in connection with blue sky qualifications of any RegistrableSecurities ), expenses of printing ( i ) certificates for any Registrable Securities in a form eligible for deposit with theDepository Trust Company or ( ii ) Prospectuses if the printing of Prospectuses is requested by Holders, messengerand delivery expenses, fees and disbursements of counsel for the Company and its independent certified publicaccountants ( including the expenses of any management review, cold comfort letters or any special audits required byor incident to such performance and compliance ), Securities Act liability insurance ( if the Company elects to obtainsuch insurance ), the reasonable fees and expenses of any special experts retained CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934