Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred, provided, however, that the Buyer shall, at the Closing, pay up to $200,000 in the aggregate for all outstanding legal and professional fees due to Seller’s counsel and counsel for Seller’s lead investor incurred after January 1, 2017, as provided on Section 2.03(g) of the Disclosure Schedule.