The Company shall reimburse Kelley Dyre & Warren LLP (counsel to the lead Buyer), on demand, for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby) in an aggregate amount not to exceed $10,000 (in addition to any expense reimbursement payable to Kelley Drye & Warren LLP pursuant to the Registration Rights Agreement).