Common use of Expense Fund Clause in Contracts

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability for any loss of principal of the Expense Amount other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.

Expense Fund. The At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent (for itself and its Representatives and Affiliatesletter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred held by the Securityholders’ Agent in such capacity a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or any Acquirer on behalf of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurersSubco) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holdersshall, in accordance with their respective Pro Rata Sharesthe case of each Indemnifying Holder, at withhold such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Indemnifying Holder’s Pro Rata Share of any amounts the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to which such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii). The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, for any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according incurred pursuant to their Pro Rata Shares. The Effective Time Holders shall not receive interest this Agreement or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the any Securityholders’ Agent any ownership right that they may have in any interest that may accrue on letter agreement, or (ii) as otherwise determined by the Expense AmountAdvisory Group. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent advice and shall have no responsibility or liability for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund, and has no tax reporting or income distribution obligations hereunderobligations. The Effective Time Indemnifying Holders acknowledge will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall not be required distribute the remaining Expense Fund (if any) to expend or risk its own funds or otherwise incur any financial liability the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesaccordance with their respective Pro Rata Shares.

Expense Fund. (i) The Securityholders’ Agent (for itself and its Representatives and Affiliates) Seller Indemnitors shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by indemnify the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification hold the Securityholders’ Agent harmless against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement losses or expenses (including feesincurred without negligence, disbursements willful misconduct or bad faith on the part of the Securityholders’ Agent and costs arising out of counsel and other skilled professionals and or in connection with seeking recovery from insurers) arising out of actions taken the acceptance or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out administration of the Securityholders’ Agent’s gross negligence or willful misconduct)duties hereunder, including the costs reasonable fees and expenses of investigation and defense of claims any legal counsel retained by the Securityholders’ Agent (the “Securityholders’ Agent Expenses”), from the Effective Time Holdersin each case, including from funds paid to the as such Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, Expenses are incurred or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement)suffered. In furtherance of the foregoing, each Effective Time Holder Seller Indemnitor hereby authorizes the Payment Agent to withhold an aggregate amount of [***] (the “Expense Amount Fund Amount”) from the amounts otherwise payable by the Payment Agent to the Effective Time Holders Seller Indemnitors pursuant to Sections 1.5 1.2, 1.3(a) and 1.6(a1.4(a), as applicable, with the Payment Agent to withhold from the Merger Consideration consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent Seller Indemnitor an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time HolderSeller Indemnitor’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Fund Amount and the Effective Time Holders irrevocably transfer and assign deliver to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on Agent, the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability for any loss of principal balance of the Expense Fund Amount other than as a result of its gross negligence or willful misconduct(the “Expense Fund”). For tax purposes, the Expense Fund Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders Seller Indemnitors at the Effective TimeClosing. The parties agree that Nothing in this Section 11.1(b) shall relieve the Seller Indemnitors from their obligations to pay promptly such Securityholders’ Agent Expenses as they are suffered or incurred, nor shall it prevent the Securityholders’ Agent is not acting as a withholding agent from seeking any remedies against the Seller Indemnitors available to it at law or in otherwise. (ii) In furtherance of the payment of any similar capacity in connection with losses and expenses incurred by or on behalf of the Expense Amount and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that Securityholders’ Agent under this Agreement, the Seller Indemnitors agree that, to the extent available, the Securityholders’ Agent shall not be required entitled to expend draw against the Expense Fund at any time and from time to time as and when (A) the Securityholders’ Agent incurs any losses and expenses to be indemnified by the Seller Indemnitors pursuant to this Section 11.1(b), (B) any losses and expenses are otherwise due under this Section 11.1(b) and (C) necessary or risk its own funds or otherwise incur appropriate to pay any financial liability losses and expenses reasonably incurred by the Securityholders’ Agent in the exercise or performance of any of its powersduties in accordance with this Agreement, rights, duties or privileges or administration of its dutiesincluding the Securityholders’ Agent Expenses.

Expense Fund. The Securityholders’ Agent By approval of this Agreement pursuant to Delaware law (for itself or otherwise), the Company Holders agree to the establishment of the Stockholder Representative Expense Fund, and further agree that the Stockholder Representative shall have the right, in its Representatives and Affiliates) shall be entitled sole discretion, to full reimbursement withdraw from the Effective Time Holders Stockholder Representative Expense Fund any and all amounts necessary or desirable for all reasonable expenses, disbursements purposes of discharging its duties and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out duties of the Securityholders’ Agent’s gross negligence Committee under any provision of this Agreement and paying or willful misconduct), including the reimbursing its costs and expenses of investigation and defense of claims in discharging those duties (the “Securityholders’ Agent ExpensesCharges”); provided, from however, that until the Effective Time HoldersFinal Determination of all Scheduled Indemnity Matters and Special Indemnity Claims, the Stockholder Representative may not make any distributions to the Company Holders without the consent of Parent (which will not be unreasonably withheld). Such Charges include, without limitation, any and all legal, accounting, consulting, expert and other professional fees and expenses incurred in filing tax returns, obtaining and distributing Tax Refunds, investigating and resolving, whether by litigation, arbitration, mediation, settlement or otherwise, any and all claims, including from funds paid without limitation Scheduled Indemnity Matters and other Special Indemnity Claims, Third Party Claims and claims by Parent and its Affiliates under this Agreement, any Charges relating to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agentreview of the Post-closing Statement and the Adjustment Statement, or the determination of Contingent Payments and the collection and distribution of any and all funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Company Holders pursuant to Sections 1.5 the provisions of this Agreement. In the event such amounts are insufficient to satisfy the Charges, then each Company Holder will be obligated to pay of such deficit on a several, and 1.6(anot joint, basis. After the completion of all responsibility of the Stockholder Representative, all remaining amounts in the Stockholder Representative Expense Fund shall (subject to Section 9.4(d)(vii), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute ) be disbursed to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time Company Holders as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability for any loss of principal of the Expense Amount other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesadditional Merger Consideration.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder Each Non-Dissenting Equityholder hereby authorizes the Payment Agent to withhold $400,000 (the “Expense Amount Fund Amount”) from the amounts otherwise payable by the Payment Agent to the Effective Time Holders Non-Dissenting Equityholders pursuant to Sections 1.5 and 1.6(a)Section 1.9, with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder Non-Dissenting Equityholder and distribute to the Securityholders’ Agent an amount equal to each Non-Dissenting Equityholder’s Pro Rata Share of the Expense Fund Amount, . The Non-Dissenting Equityholders shall hold harmless and indemnify the Payment Agent shall promptly, Indemnitees from and in against any event within three Business Days following Damages relating to the Effective Time, pay withholding of the Expense Amount to the Securityholders’ Agent in immediately available fundsFund Amount. The Expense Fund Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Fund Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time HoldersNon-Dissenting Equityholders (subject to Section 9.6(i)), in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion except that any payment made under this Section 10.(1)(e) with respect to Vested Company Options or Company RSUs shall be paid to the Surviving Corporation and the Surviving Corporation shall pay such amount (reduced by the amount of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts Taxes required to be released from the Escrow Fund and distributed withheld under applicable Legal Requirements with respect to such Effective Time Holder in accordance with payments) to the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Sharesformer holder thereof. The Effective Time Holders Non-Dissenting Equityholders shall not receive interest or other earnings on the Expense Fund Amount and the Effective Time Holders Non-Dissenting Equityholders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Fund Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders Non-Dissenting Equityholders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Fund Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders Non-Dissenting Equityholders at the Effective Timetime of Closing. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Amount. Any portion of the Expense Fund Amount that remains undeliverable or unclaimed after six months of the initial delivery attempt shall promptly be paid to Parent and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability handled in the exercise same manner as other unclaimed funds as provided in this Agreement or performance of any of its powers, rights, duties or privileges or administration of its dutiesthe Escrow Agreement.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes Parent to withhold, or cause to be withheld, an aggregate amount equal to $300,000 (the Payment Agent to withhold the “Expense Amount Fund Amount”) from the amounts otherwise payable by the Payment Agent Parent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a)Section 1.5(b) or 1.6, with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement contributing an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts the Expense Fund Amount. Promptly following the Effective Time, Parent shall cause the Payment Agent to which deliver to the Securityholders’ Agent is entitled an amount in cash equal to the Expense Fund Amount (such funds being referred to as the “Expense Fund”), provided that the Payment Agent shall have first received an IRS Form W-9 duly executed by the Securityholders’ Agent as the Payment Agent may reasonably request to comply with applicable Legal Requirements, in each case, in form and substance reasonably satisfactory to the Payment Agent. The Expense Fund will be used for the purposes of paying directly, or reimbursing the Securityholders’ Agent for, any fees and expenses incurred in the performance of its duties pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata SharesAgreement. The Effective Time Holders shall will not receive any interest or other earnings on the Expense Amount Fund and the Effective Time Holders hereby irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest that may accrue on the Expense Amountor earnings. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence negligence, bad faith or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the The Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund, and has no tax reporting or income distribution obligations hereunderwith respect to any Effective Time Holder. The Securityholders’ Agent will hold the Expense Fund separate from its own corporate funds, will not use the Expense Fund for its operating expenses or any other corporate purposes and will not voluntarily make the Expense Fund available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Securityholders’ Agent’s responsibilities, the Securityholders’ Agent will deliver any remaining balance of the Expense Fund to the Payment Agent for further distribution to the Effective Time Holders in accordance with their Pro Rata Shares; provided that prior to such distribution, the Securityholders’ Agent shall prepare and deliver to Parent a spreadsheet allocating the amount to be released from the Expense Fund among the Effective Time Holders, and each distribution to be made from the Expense Fund to a particular Effective Time Holder shall be effected in accordance with the payment delivery instructions set forth in such Effective Time Holder’s Letter of Transmittal or such other payment instructions provided in writing to Parent. The Effective Time Holders acknowledge agree that the Securityholders’ Agent shall is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. For tax purposes, the Expense Fund will be required to expend or risk its own funds or otherwise incur any financial liability in treated as having been received and voluntarily set aside by the exercise or performance Effective Time Holders at the time of any of its powers, rights, duties or privileges or administration of its dutiesthe Closing.

Expense Fund. The Securityholders’ Agent At the Closing, Acquiror shall retain and hold back an amount in cash equal to each Securityholder’s Pro Rata Portion (for itself and its Representatives and Affiliatescalculated as of the First Effective Time) shall be entitled to full reimbursement of the Expense Fund Amount from the Effective Time Holders for all reasonable expensescash consideration otherwise payable to such Person at the Closing pursuant to Section 1.3. On the Closing Date, disbursements and advances (including fees and disbursements of its counselAcquiror shall deposit, experts and other agents and consultants) incurred or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholders’ Agent Securityholder Representative and set forth in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims Payment Spreadsheet (the “Securityholders’ Agent ExpensesExpense Fund”), from the Effective Time Holdersand, including from funds paid upon such deposit, Acquiror will be deemed to have contributed to the Securityholders’ Agent Expense Fund, on behalf of each Securityholder, his, her, or its Pro Rata Portion (calculated as of the First Effective Time) of the Expense Fund Amount. The Expense Fund Amount may only be used by the Securityholder Representative to pay any fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow any Related Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall Fund will be retained treated as received and used deposited by the Securityholders’ Agent in connection with Securityholders at Closing for Tax purposes and be held as a trust fund for the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion benefit of the Expense AmountSecurityholders and will not be subject to any Lien, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from attachment, trustee process or any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share other judicial process of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, creditor of any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata SharesPerson. The Effective Time Holders shall Securityholders will not receive any interest or other earnings on the Expense Amount Fund and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent Securityholder Representative any ownership right that they may otherwise have had in any such interest that may accrue on or earnings. Upon conclusion of the Securityholder Representative’s duties under this Agreement, the Securityholder Representative shall disburse any amounts then-remaining in the Expense Fund (the “Expense Fund Release Amount. The Securityholders’ Agent will hold ”) to the Securityholders (including by depositing the Expense Fund Release Amount separate from its corporate funds and will not voluntarily make it available with the Exchange Agent with respect to its creditors any portion thereof payable to Non-Withholding Payees, and, with respect to any portion thereof payable to Withholding Payees, to the applicable payroll processor, in the event of bankruptcy. The Effective Time Holders acknowledge that each case for further distribution to the Securityholders’ Agent is not providing any investment supervision) or share of Company Capital Stock subject to Vested Company Options with each Securityholder receiving, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability for any loss with respect to each share of principal of the Expense Amount Company Capital Stock (other than as a result of its gross negligence or willful misconduct. For tax purposesCancelled Shares and Dissenting Shares) held by such Securityholder immediately prior to the First Effective Time, the Per Share Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesFund Release.

Expense Fund. The SecurityholdersAt the Closing, Acquiror shall retain and hold back an amount in cash equal to each Stockholder’s and holder of Vested Company Options’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement Pro Rata Portion of the Expense Fund Amount from the Effective Time Holders for all reasonable expensescash consideration otherwise payable to such Person pursuant to Section 1.3(b). At or promptly after the Closing, disbursements and advances (including fees and disbursements of its counselAcquiror shall deposit, experts and other agents and consultants) incurred or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholders’ Agent Securityholder Representative in such capacity (or any of its Representatives or Affiliates in connection therewith), and a written notice delivered to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted Acquiror at least two Business Days prior to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims Closing Date (the “Securityholders’ Agent ExpensesExpense Fund”), from the Effective Time Holdersand, including from funds paid upon such deposit, Acquiror shall be deemed to have contributed to the Securityholders’ Agent Expense Fund, on behalf of each such Securityholder, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be accessed, and the Expense Fund Amount shall be used, solely by the Securityholder Representative to pay any fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Securityholder Representative Engagement Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount Fund shall be retained treated as received and used deposited by the applicable Securityholders at Closing for Tax purposes and be held for the benefit of such Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent Securityholder Representative will hold the Expense Amount separate these funds separately from its corporate funds and will not voluntarily make it these funds available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge applicable Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. Upon conclusion of the Securityholder Representative’s duties hereunder, the Securityholder Representative shall disburse any amounts then-remaining in the Expense Fund (the “Expense Fund Release Amount”) to the applicable Securityholders (or to the Exchange Agent or other Person, if so designated by Acquiror, on their behalf, and who will thereafter distribute the Expense Fund Release Amount to such Securityholders’ Agent ) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund Amount, and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.