Each of the parties hereto shall bear its respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, except that TWH shall reimburse NCAP in an amount equal to 50% of the legal fees incurred in connection with (i) drafting this Agreement, (ii) forming and authorizing the Joint Venture Company to transact business as a foreign corporation, if required and (iii) Regulation D compliance in connection with the Joint Venture Company’s sale of securities to NCAP and TWH. Any additional costs such as SEC filing fees, etc. with respect to either NCAP or TWH shall be borne by the respective Parties.