Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraises or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated; provided, however , that the Company will reimburse the Placement Agent for (i) its legal fees and expenses in the aggregate amount of $15,000, plus (ii) its reasonable out-of-pocket expenses; provided, further, that the Placement Agent must obtain the Company's prior approval for any out-of-pocket expense in excess of $1,500.