The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall pay the fees and expenses of Goodwin Procter LLP not to exceed $50,000, regardless of whether the transactions contemplated hereby are consummated; it being understood that (a) Goodwin Procter LLP has only rendered legal advice to the BBA Investors participating in this transaction and not to the Company or any other Investor in connection with the transactions contemplated hereby, and that each of the Company and each Investor has relied for such matters on the advice of its own respective counsel, and (b) except as otherwise set forth in this Section 9.5, the Company shall not be obligated to pay any other fees and expenses of the Investors, including without limitation the fees and expenses of counsel to any other Investors hereunder.  Such expenses shall be paid at the Closing or, if the Closing does not occur, within five (5) Business Days of the termination of this Agreement. The Company shall reimburse the Investors upon demand for all reasonable out-of-pocket expenses incurred by the Investors, including without limitation reimbursement of attorneys’ fees and disbursements, in connection with any amendment, modification or waiver of this Agreement or the other Transaction Documents requested by the Company. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings.