The Company shall reimburse Buyer for its costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (the “ Transaction Expenses ”), which shall be withheld by Buyer from its Purchase Price at the Closing in an aggregate amount not to exceed twenty thousand dollars ($20,000). The Company shall be responsible for the payment of any transfer agent fees, the Depository Trust Company (the “ DTC ”) fees or broker’s commissions (other than for Persons engaged by Buyer) relating to or arising out of the transactions contemplated hereby. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyer.