The Company shall bear all fees and expenses attendant to registering the Registrable Securities (except any underwriters' discounts and commissions and fees of any of the Holders' own professionals, if any; it being understood that the Company shall not be obligated to pay the fees and expenses of Holder's counsel). The Company agrees to use its best efforts to cause the filing required herein to become effective promptly and to qualify to register the Registrable Securities in such States as are reasonably requested by the Holder; provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause (a) the Company to be obligated to register or license to do business in such State, (b) subject the Company to any material tax where it is not then so subject, (c) require the Company to file a general consent to service of process in such jurisdiction, or (d) the principal stockholders of the Company to be obligated to escrow any of their shares of capital stock of the Company.