Common use of Fee Sharing Clause in Contracts

Fee Sharing. Each Series A Holder hereby agrees to (a) pay such Series A Holder’s Pro Rata Share of all reasonable, documented out of pocket costs and expenses incurred by N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd in connection the negotiation of the Merger Agreements with the Company, the Board of Directors of the Company, and any special committee of the Board of Directors of the Company, including any reasonably, documented costs and expenses of accountants, counsel and other advisors N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd deems reasonably necessary, and (b) concurrently with the execution and delivery of this Agreement, deliver to N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd such Series A Holder’s Pro Rata Share (as set forth opposite such Series A Holder’s name in Exhibit A) of $200,000 (the “Expense Amount”), which N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd shall deposit in a separate account maintained by N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd at Bank of America and which shall be retained and used by N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd solely in order to fund any such costs and expenses of the Series A Holders in connection with the Transaction and in accordance with the terms of this Agreement (together with any interest thereon and any additions thereto, the “Expense Fund”). If, in the good faith judgment of N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd, additional funds are needed in connection with the Transaction, each Series A Holder shall promptly deliver to N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd such Series A Holder’s Pro Rata Share of such additional amount, provided, however, in no event shall the aggregate additional amount requested by N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd hereunder exceed $100,000, for a total maximum Expense Fund of $300,000 (the “Expense Cap”). If N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd expends any of his personal funds in connection with the Transaction, N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd may seek reimbursement from the Expense Fund, provided he submits reasonable supporting documentation to the Series A Holders. If the Transaction (a) is abandoned upon agreement of the Series A Holders, or (b) fails to close for any reason on or before March 31, 2021, then promptly thereafter, N. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 3rd will deliver or cause to be delivered to the Series A Holders, based on their Pro Rata Share, any balance of the Expense Fund that is not subject to any outstanding or potential claims or expenditures. Notwithstanding anything to the contrary contained in this Agreement, if the Transaction is not consummated due to the breach of this Agreement by one or more Series A Holders, then such breaching party(ies) shall reimburse the non-breaching party(ies) for all reasonable, documented out-of-pocket costs and expenses incurred by such non-breaching party(ies) in connection with the Transaction. Each Series A Holder shall be entitled to hire, at such Series A Holder’s own cost and expense, such consultants, advisors and legal counsel as such Series A Holder shall determine.