definiens: shall mean ( i ) all expenses, other than Selling Expenses, incurred by the Company in complying with Sections 2 or 3 hereof, including without limitation, all registration, qua lification and filing fees, NASD fees, exchange or quotation medium listing fee s, printing and delivery expenses, escrow and custodian fees, fees and disbu rsements of counsel for the Company, blue sky fees and expenses and the expense s of accountants for the Company including the expenses of any special audit s incident to or required by any such registration and ( ii ) the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration for the purpose of re ndering a legal opinion on behalf of such holders in connection with any Deman d Registration or Piggyback Registration ; provided, that the fees and disbursem ents of such counsel shall be capped at $ 50,000 in connection with any Demand Reg istration ; provided, further, that the fees and disbursements of such counsel sha ll be capped at $ 25,000 in connection with any Piggyback Registration