definiens: shall mean all expenses incident to Buyer ’s performance of or compliance with this Section10.1, including all registration and filing fees and expenses ( including SEC, stock exchange and National Association ofSecurities Dealers, Inc. fees ), fees and expenses of compliance with state securities or laws, printing expenses, messenger and delivery expenses, fees and expenses incurred in connection with the listing, if any, of the securities to beregistered on each securities exchange or national market system on which Buyer Common Stock is then listed, fees anddisbursements of counsel for Buyer and one counsel, collectively, for Sellers with the fees of such Sellers ’ counsel shallnot in the aggregate exceed US$ 15,000, and of the independent certified public accountants of Buyer ( including theexpenses of any annual audit, special audit and letters required by or incident to such performance andcompliance ), reasonable fees and expenses of any special experts retained by Buyer in connection with such registrationand fees and expenses of other persons retained by Buyer ; provided, however, that shall notinclude any Selling Expenses . shall mean all selling commissions, underwriting fees applicable to thesale of Purchase Shares, any transfer taxes relating to the sale or disposition of the Purchase Shares, and all fees anddisbursements of any Seller, except for the Sellers ’ counsel ’s fees