After the execution of this Agreement, the Stockholder may submit reasonably detailed documentation (without any obligation to disclose any attorney-client privileged information or any attorney-work-product) of the Stockholder’s actual out-of-pocket fees, costs and expenses incurred in connection with the 2018 annual meeting of the Company’s stockholders and the negotiation of this Agreement and the transactions contemplated hereby. Within three (3) business days after submission of such documentation together with wire instructions for the applicable payments, the Company shall reimburse the Stockholder for such fees, costs and expenses, by wire transfer in accordance with such wire instructions; provided , that such reimbursement shall not exceed $5,000,000 in the aggregate. Except as otherwise provided in this Section  11 , all fees, costs and expenses incurred by each of the Parties shall be borne by such party.