In connection with any registration under this Agreement, the Company shall pay all Registration Expenses, regardless of whether the registration becomes effective.  Holders shall be responsible for all other expenses incurred in connection with such registration, including any underwriting discounts, selling commissions, brokerage fees and stock transfer taxes attributable to the sale of Registrable Securities by the Holders, or the fees and expenses of counsel (other than any such fees and expenses that are included in Registration Expenses) and any other advisors engaged by the Holders.