definiens: as such term is defined in FINRA Rule5121 ( or any successor provision ) and of its counsel, ( ii ) all fees and expenses in connection with compliance withany securities or laws ( including fees and disbursements of counsel for the underwriters in connection with qualifications of the Registrable Securities ), ( iii ) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses ( including expenses of printing certificates for the Registrable Securities ina form eligible for deposit with the Depository Trust Company, or another established clearing corporation, and ofprinting Prospectuses and Free Writing Prospectuses ), ( iv ) all fees and disbursements of counsel for the Companyand of all independent certified public accountants of the Company ( including the expenses of any special audit andcold comfort letters required by or incident to such performance ), ( v ) Securities Act liability insurance or similarinsurance if the Company so desires or the underwriters so require in accordance with then - customary underwritingpractice, ( vi ) all fees and expenses incurred in connection with the listing of Registrable Securities on any securitiesexchange or quotation of the Registrable Securities on any inter - dealer quotation system, ( vii ) any reasonable feesand disbursements of underwriters customarily paid by issuers or sellers of securities, ( viii ) all fees and expenses ofany special experts or other Persons retained by the Company in connection with any registration, ( ix ) all of theCompany ’s internal expenses ( including all salaries and expenses of its officers and employees performing legal oraccounting duties ), ( x ) all expenses related to the for any underwritten offering, including all travel, mealsand lodging, ( xi ) all reasonable fees and disbursements of one legal counsel for the Participating Holder, as selectedby the Purchaser, in an amount not to exceed $ 30,000 in the aggregate during the term of this Agreement, and ( xii)any other fees and disbursements customarily paid by the issuers of securities . All such expenses are referred toherein as The Company shall not be required to pay any underwriting discounts andcommissions and transfer taxes, if any, attributable to the sale of Registrable Securities