definiens: shall mean the Securities andExchange Commission, or any other federal agency at the timeadministering the securities laws ; ( ii ) shall mean any preliminaryprospectus and final prospectus ( as such may be amended or supplemented)which constitutes Part I of a Registration Statement filed with theCommission ; ( iii ) shall mean all expensesarising out of or related to the preparation, filing, amendment(s ) andsupplementing(s ) of a Registration Statement, provided, however, thatRegistration Expenses shall not include underwriting commission, feesand discounts, if any, attributable solely to the inclusion of theWarrant Holder 's shares in such Registration Statement, and any legalfees and disbursements for counsel to the Warrant Holder ; ( iv ) shall mean a regis - tration statement filed by the Company with the Commission for a publicoffering and sale of securities of the Company