Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys’ fees incurred in connection with the negotiation and execution of this Agreement and all other activities related to the foregoing; provided, however , that the Company shall reimburse the Investor Group for reasonable and documented out of pocket fees and expenses, including travel expenses, actually and reasonably incurred in connection with the New Director’s meetings with the Board of Directors of the Company in Chicago and New York regarding the New Director’s appointment to the Board; and provided further that the Company shall reimburse the Investor Group for reasonable legal fees and expenses as actually and reasonably incurred in connection with the 2016 Annual Meeting and the negotiation and execution of this Agreement in an amount not to exceed $20,000.00.