Common use of Expense Fund Clause in Contracts

Expense Fund. At the Closing, (a) Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Representative and set forth in the Payment Spreadsheet (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held by the Securityholder Representative in a segregated account and shall be used (i) solely by the Securityholder Representative for the purposes of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties 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 Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties.

Expense Fund. At Notwithstanding anything to the contrary set forth herein, at the Closing, (a) Acquiror Buyer shall retain and holdback an withhold from the cash amount in cash equal otherwise payable to each Indemnifying PartyCompany Securityholder pursuant to Section 2.6(b), Section 2.6(c) and/or Section 2.6(d)(i) such Company Securityholder’s Pro Rata Portion Share of the Expense Fund Amount from and will wire to the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Securityholders’ Representative the Expense Fund Amount into an account designated by the Securityholder Representative and set forth in the Payment Spreadsheet $150,000 (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall which will be held by the Securityholder Securityholders’ Representative as agent and for the benefit of the Company Securityholders in a segregated client account and shall which will be used used: (i) solely by the Securityholder Representative for the purposes of paying directly directly, or reimbursing the Securityholder Securityholders’ Representative for for, any Securityholder Securityholders’ Representative Expenses it may incur in performing its duties or exercising its rights under Expenses, as defined herein, pursuant to this Agreement, any Related Agreement, the Escrow Agreement or the Securityholder Securityholders’ Representative Engagement Agreement, Agreement or (ii) as otherwise determined by the Advisory Group. The Securityholders’ Representative will hold the Expense Fund shall be treated as received separate from its corporate funds and deposited by will not voluntarily make it available to its creditors in the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit event of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Personbankruptcy. The Indemnifying Parties Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Securityholders’ 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 Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Securityholders’ Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud negligence or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, the Securityholder Securityholders’ Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying PartiesCompany Securityholders. As soon as practicable following the completion of the Securityholders’ Representative’s responsibilities, the Securityholders’ Representative will deliver the remaining balance of the Expense Fund to the Exchange Agent, and in the case of holders of Vested Company Options who are subject to income or employment Tax withholding by Buyer, to the Final Surviving Entity, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. For income tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at Closing. The Securityholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations hereunder except as required by applicable Law.

Expense Fund. At On the ClosingClosing Date, Parent shall deposit twenty five thousand dollars (a$25,000) Acquiror shall retain and holdback an amount (the “Expense Fund Amount”) in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration Total Cash Consideration otherwise payable to such the Indemnifying Party, and (bParties pursuant to Section 1.6(b)(i) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an a segregated client account designated by the Securityholder Representative and set forth in the Payment Spreadsheet (the “Expense Fund”)) designated by the Shareholder Representative in a written notice delivered to Purchaser at least five (5) days prior to the Closing Date. Upon deposit of the Expense Fund with the Shareholder Representative in accordance with the foregoing sentence, and, upon such deposit, Acquiror Parent shall be deemed to have contributed to the Expense Fund, on behalf of withheld from each Indemnifying Party, his, her, or Party its Pro Rata Portion of the Expense Fund Amountfrom the cash that otherwise would be payable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i), and contributed on behalf of such Indemnifying Party its Pro Rata Portion of the Expense Fund to the Shareholder Representative. The Expense Fund shall is established solely to be held used by the Securityholder Shareholder Representative in a segregated account and shall be used (i) solely by the Securityholder Representative for the purposes of paying directly to pay any fees, costs or reimbursing the Securityholder Representative for any Securityholder Representative Expenses other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process agreement ancillary hereto or any other judicial process of any creditor of any PersonShareholder Representative engagement agreement. The Indemnifying Parties will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Shareholder 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 The Shareholder Representative shall disburse any amounts then-remaining in the Expense Fund (the “Expense Fund Release Amount”) to the Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud negligence or willful misconduct. The Securityholder Shareholder Representative is will hold these funds separate from its corporate funds, will not acting use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as a withholding agent or in any similar capacity for Tax purposes in connection with soon as practicable following the completion of the Shareholder Representative’s duties, the Shareholder Representative will deliver the balance of the Expense Fund Amount, and has no Tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable Exchange Agent for further distribution to the Indemnifying Parties. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by each Indemnifying Party at the time of Closing.

Expense Fund. At or prior to the ClosingEffective Time, (a) Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror Parent shall deposit, or cause to be deposited, with the Securityholder Representative by wire transfer of immediately available funds, the Expense Fund Amount into an a segregated account designated by the Securityholder Representative and set forth in the Payment Spreadsheet (the “a written notice delivered to Parent. The Expense Fund”), and, upon such deposit, Acquiror Funds shall be deemed to have contributed to the Expense Fundaccessed, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of and the Expense Fund Amount. The Expense Fund Amount shall be held by the Securityholder Representative in a segregated account and shall be used (i) used, solely by the Securityholder Representative for the purposes of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses Representative: (i) to pay reasonable and documented out-of-pocket costs, fees, and expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related the Escrow Agreement, or the Rollover Escrow Agreement, the Make Whole Agreement, the Securityholder Representative Engagement Agreement, or and the other Contracts referenced herein and therein and (ii) as otherwise determined directed by the Advisory GroupGroup in accordance with the terms of the Securityholder Representative Agreement. The Expense Fund Funds shall be treated as received and deposited by the Indemnifying Parties Company Securityholders at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties Company Securityholders and shall not be subject to any Lienlien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties 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 deliver any amounts then-then remaining in the Expense Fund Funds (the “Expense Fund Release Amount”) to the Company Securityholders, in each case, as of immediately prior to the Effective Time (or to the Paying Agent (for further distribution to such Company Securityholders or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) Surviving Corporation or its payroll provider for further payment to such withholding Company Securityholders), which amount shall be payable to each such Company Securityholder in accordance with their respective Pro Rata Portionsaggregate Per Share Portion of the Expense Fund Release Amount. The Securityholder Representative is not providing any investment supervision, recommendations or advice and will not be liable to any Company Securityholder for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, Amount and has shall have no Tax tax reporting or income distribution obligations hereunder. The Company Securityholders will not receive any interest on the Expense Funds and assign to the Securityholder Representative any such interest. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund Funds from any consideration otherwise distributable to the Indemnifying PartiesCompany Securityholders, on a pro rata basis.

Expense Fund. At Notwithstanding anything to the Closingcontrary contained in this Agreement, (a) Acquiror shall retain and holdback an aggregate amount in of cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Representative and set forth in the Payment Spreadsheet $[***] (the “Expense Fund”), and, upon such deposit, Acquiror ) shall not be deemed to have contributed paid to the Expense FundCompany Securityholders at the Effective Time, on behalf of but shall instead be withheld in accordance with each Indemnifying Party, his, her, or its Company Securityholder’s Closing Pro Rata Portion Share of the Expense Fund Amount. The Expense Fund shall and be held deposited by Acquirer with the Securityholder Representative in a segregated account and shall Securityholders’ Agent, which will be used (i) solely by the Securityholder Representative for the purposes satisfaction of paying directly any Representative Losses pursuant to Section 9.1(b) or reimbursing the Securityholder Representative for any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties Company Securityholders’ will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Representative Securityholders’ Agent 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 Paying The Securityholders’ Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or advice and will not be liable 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, bad faith, fraud negligence or willful misconduct. The Securityholder Representative Securityholders’ Agent is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax tax reporting or income distribution obligations hereunderobligations. Subject to Advisory Group approval, the Securityholder Representative Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying PartiesCompany Securityholders. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent will deliver any remaining balance of the Expense Fund to the Exchange Agent (or the Acquirer or the Surviving Corporation with respect to any portion of the Expense Fund payable in respect of Employee Options) for further distribution to the Company Securityholders in accordance with their respective Closing Pro Rata Shares. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Expense Fund. At the Closing, (a) Acquiror Parent shall retain and holdback hold back an amount in cash equal to each Indemnifying PartyStockholder’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying PartyPerson pursuant to Section 1.3(b). At or promptly after the Closing, and (b) Acquiror Parent shall deposit, or cause to be deposited, with the Securityholder Stockholder Representative the Expense Fund Amount into an account designated by the Securityholder Stockholder Representative and set forth in a written notice delivered to Parent at least five (5) Business Days prior to the Payment Spreadsheet Closing Date (the “Expense Fund”), and, upon such deposit, Acquiror Parent shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying PartyStockholder, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held by accessed, and the Securityholder Representative in a segregated account and Expense Fund Amount shall be used (i) used, solely by the Securityholder Stockholder Representative for the purposes of paying directly to pay any fees, costs or reimbursing the Securityholder Representative for any Securityholder Representative Expenses other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Stockholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties Stockholders at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties Stockholders and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties Stockholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. Upon conclusion of the Securityholder Stockholder Representative’s duties hereunder, the Securityholder Stockholder Representative shall disburse any amounts then-remaining in the Expense Fund (the “Expense Fund Release Amount”) to the Paying Stockholders (or to the Exchange Agent (or other Person, if so designated by Acquiror and the Securityholder RepresentativeParent, on the behalf of the Indemnifying Partiestheir behalf, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying PartiesStockholders) in accordance with their respective Pro Rata Portions. The Securityholder Stockholder Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud or willful misconduct. The Securityholder Stockholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties.

Expense Fund. At As soon as reasonably practicable (and in any event within one (1) Business Day) following the Closing, (a) Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with by wire transfer of immediately available funds, two hundred fifty thousand dollars ($250,000) (the Securityholder Representative the “Expense Fund Amount Amount”) into an a segregated account designated by the Securityholder Representative and set forth in a written notice delivered to Acquiror at least one (1) Business Day prior to the Payment Spreadsheet Closing Date (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held by accessed, and the Securityholder Representative in a segregated account and Expense Fund Amount shall be used (i) used, solely by the Securityholder Representative for the purposes of paying directly or reimbursing the Securityholder Representative for (1) to pay any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or Agreement and (ii2) as otherwise determined directed by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties Securityholders at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties Securityholders and shall not be subject to any Lienlien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties 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 deliver any amounts then-remaining in the Expense Fund (such amount as may be reduced pursuant to Section 10.2, the “Expense Fund Release Amount”) to the Paying Payment Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying PartiesSecurityholders, and who will thereafter distribute the Expense Fund Release Amount Amount, as appropriate, to the Indemnifying Parties) Securityholders and, with respect to any portion thereof payable to Withholding Securityholders, to the applicable payroll processor for further distribution to such Withholding Securityholders, in each case, in accordance with their respective Pro Rata Portionsaggregate Per Share Expense Fund Release Amount. Notwithstanding anything herein to the contrary, the aggregate amount of cash to be distributed at any particular time to any Securityholder in accordance with this Section 2.3(d)(iii) shall be rounded down to the nearest whole cent. The Securityholder Representative is not providing any investment supervision, recommendations or advice and will not be liable to the Securityholders for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax tax reporting or income distribution obligations hereunder. Subject The Securityholders will not receive any interest on the Expense Fund and assign to Advisory Group approval, the Securityholder Representative any such interest. The Securityholder Representative may contribute direct the contribution of funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying PartiesSecurityholders in accordance with the terms of this Agreement, and, notwithstanding anything herein to the contrary, Acquiror’s obligations to make payment of all or any portion of the Expense Fund Amount shall be fully satisfied upon deposit of the Expense Fund Amount in the Expense Fund.

Expense Fund. At the Closing, (a) Acquiror Parent shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Representative and set forth in the Payment Spreadsheet (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed wire to the Expense Fund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of Securityholders’ Representative the Expense Fund Amount. The Expense Fund Amount shall be held by the Securityholder Securityholders’ Representative in a segregated account (the “Expense Fund”) and shall be used solely for (i) solely by the Securityholder Representative for the purposes of paying directly or reimbursing the Securityholder Securityholders’ Representative for any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under incurred pursuant to this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, Agreement or (ii) as otherwise determined by paying directly, or reimbursing the Advisory GroupSecurityholders’ Representative for, any third party expenses pursuant to this Agreement and the Ancillary Agreements. The Securityholders’ Representative is not providing any investment supervision, recommendations or advice to any Company Securityholder and shall have no responsibility or liability to any Company Securityholder for any loss of principal of the Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held other than as a trust fund for the benefit result of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process Securityholders’ Representative’s gross negligence or any other judicial process of any creditor of any Personwillful misconduct. The Indemnifying Parties Securityholders’ Representative will hold these funds separate from its person funds, will not use these funds for any personal purposes, and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Securityholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Securityholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. Upon conclusion of As soon as reasonably determined by the Securityholder Representative’s duties hereunderSecurityholders’ Representative that the Expense Fund is no longer required to be withheld, the Securityholder Securityholders’ Representative shall disburse distribute any amounts then-amount remaining in the Expense Fund (the “Expense Fund Release AmountProceeds”) to the Paying Agent (or other PersonParent and, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal promptly following Parent’s receipt of the Expense Fund Amount other than as a result of Proceeds, Parent shall, in its gross negligencesole discretion, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent cause the Exchange Agent to pay to (i) each Participating Holder an amount in cash or in any similar capacity for Tax purposes Parent Shares, or a combination thereof, equal to their respective Expense Fund Payment Amount, and (ii) each Non-Participating Holder, an amount in connection with cash equal to such Non-Participating Holder’s Expense Fund Payment Amount (provided, that Parent must grant Parent Common Stock if necessary to preserve the tax-free nature of the Mergers under Section 368(a)(1)(A)), and provided, further, that Parent may only make payments in Parent Common Stock if, at the time the payment is made, (i) the Parent Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act and (ii) Parent has made all filings it is required to make under the Exchange Act during the prior twelve months). For tax purposes, the Expense Fund Amount, will be treated as having been received and has no Tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, voluntarily set aside by the Securityholder Representative may contribute funds to Company Securityholders at the Expense Fund from any consideration otherwise distributable to the Indemnifying Partiestime of Closing.

Expense Fund. At On the ClosingClosing Date, Parent shall deposit $250,000 (athe “Expense Fund Amount”) Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration Total Cash Consideration otherwise payable to such the Indemnifying PartyParties pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and (bSection 1.6(e)(i) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an a segregated client account designated by the Securityholder Representative and set forth in the Payment Spreadsheet (the “Expense Fund”)) designated by the Representative in a written notice delivered to Parent at least five (5) days prior to the Closing Date. Upon deposit of the Expense Fund with the Representative in accordance with the foregoing sentence, and, upon such deposit, Acquiror Parent shall be deemed to have contributed to the Expense Fund, on behalf of withheld from each Indemnifying Party, his, her, or Party its Pro Rata Portion of the Expense Fund Amountfrom the cash that otherwise would be payable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i), and contributed on behalf of such Indemnifying Party its Pro Rata Portion of the Expense Fund to the Representative. The Expense Fund shall is established solely to be held used by the Securityholder Representative in a segregated account and shall be used (i) solely by the Securityholder Representative for the purposes of paying directly to pay any fees, costs or reimbursing the Securityholder Representative for any Securityholder other Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, agreement ancillary hereto or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties 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 Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud negligence or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund AmountFund, and has no Tax tax reporting or income distribution obligations hereunderobligations. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties. Contemporaneous with or as soon as practicable following the completion of the Representative’s duties, the Representative will deliver the balance of the Expense Fund to the Exchange Agent for further distribution to the Indemnifying Parties. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by each Indemnifying Party at the time of Closing.

Expense Fund. At the Closing, (a) Acquiror shall retain and holdback hold back an amount in cash equal to each Indemnifying PartyStockholder’s and holder of Vested Company Options’ Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying PartyPerson pursuant to Section 1.3(b). At or promptly after the Closing, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Representative and set forth in a written notice delivered to Acquiror at least two Business Days prior to the Payment Spreadsheet Closing Date (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying Partysuch Securityholder, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held by accessed, and the Securityholder Representative in a segregated account and Expense Fund Amount shall be used (i) used, solely by the Securityholder Representative for the purposes of paying directly to pay any fees, costs or reimbursing the Securityholder Representative for any Securityholder Representative Expenses other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, Agreement or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties applicable Securityholders at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Personsuch Securityholders. The Indemnifying Parties Securityholder Representative will hold these funds separately from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The 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 Paying applicable Securityholders (or to the Exchange Agent (or other Person, if so designated by Acquiror and the Securityholder RepresentativeAcquiror, on the behalf of the Indemnifying Partiestheir behalf, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Partiessuch Securityholders) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties.

Expense Fund. At the Closing, (a) Acquiror the Company shall retain and holdback deposit cash in an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Stockholder Representative and set forth in the Payment Spreadsheet (the “Expense Fund”), and, upon such deposit, Acquiror . Such amount shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the a Third Party Expense. The Expense Fund Amountshall be used to fund any expenses incurred by the Stockholder Representative in the performance of its duties and obligations hereunder. The Expense Fund will be held by the Stockholder Representative until such time as the Stockholder Representative determines, in its sole discretion, that the Company Stockholders shall have no further expenses to be incurred in connection with the Transactions. The Expense Fund shall be held by the Securityholder Stockholder Representative in a segregated account as agent and shall be used (i) solely by the Securityholder Representative for the purposes of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall Company Stockholders in a segregated client bank account. The Stockholder Representative will hold these funds separate from its personal funds, will not be subject to any Lien, attachment, trustee process use these funds for its operating expenses or any other judicial process personal purposes and will not voluntarily make these funds available to its creditors in the event of any creditor of any Personbankruptcy. The Indemnifying Parties will Company Stockholders shall not receive any interest or other 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 Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portionsshall be deposited into a non-interest bearing account. The Securityholder Company Stockholders acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice and will not be liable advice. The Stockholder Representative 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, bad faith, fraud negligence or willful misconduct. The Securityholder At such time as the Stockholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with determines to release the Expense Fund, the Stockholder Representative shall deliver the balance of the Expense Fund Amountto Parent or the Exchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its allocation of such balance in accordance with this Agreement as follows: (i) if the Aggregate Company Preferred Stock Preference Amount has not yet been satisfied, as additional Preferred Consideration pursuant to clause (i) of the definition thereof, with such changes as are necessary to reflect that such payment shall be made in the form of cash, and (ii) if the Aggregate Company Preferred Stock Preference Amount has been satisfied, as additional Common Consideration, with such changes as are necessary to reflect that such payment shall be made in the form of cash (provided, for the avoidance of doubt, that in no event shall the holders of Company Preferred Stock receive in the aggregate an amount of Aggregate Consideration in excess of the Aggregate Company Preferred Stock Preference Amount pursuant to this sentence). For applicable Tax reporting or income distribution obligations hereunder. Subject to Advisory Group approvalpurposes, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to shall be treated as having been received and voluntary set aside by the Indemnifying PartiesCompany Stockholders at the time of the Closing.

Expense Fund. At the Closing, (a) Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the The Stockholders’ Expense Fund Amount from the cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Representative and set forth in the Payment Spreadsheet (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held by the Securityholder Representative in a segregated account and shall be used (i) solely to fund any Stockholders’ Representative expenses incurred by the Securityholder Stockholders’ Representative for in the purposes performance of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Groupand obligations hereunder. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties 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 Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount to the Indemnifying Parties) in accordance with their respective Pro Rata Portions. The Securityholder Stockholders’ Representative is not providing any investment supervision, recommendations or advice and will not be liable shall have no responsibility or liability for any loss of principal of the Stockholders’ Expense Fund Amount other than as a result of its gross negligencewillful misconduct, bad faith, fraud gross negligence or willful misconductfraud. The Securityholder Stockholders’ Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Stockholders’ Expense Fund Amount, and has no Tax tax reporting or income distribution obligations hereunderobligations. Subject The Company Securityholders are not entitled to Advisory Group approval, any interest on the Securityholder Stockholders’ Expense Fund Amount. The Stockholders’ Representative may contribute funds to the Stockholders’ Expense Fund Amount from any consideration otherwise distributable to the Indemnifying PartiesCompany Securityholders. The Stockholders’ Expense Fund Amount will be held by the Stockholders’ Representative until such time as the Stockholders’ Representative determines, in its sole discretion, that the Securityholders shall have no further expenses to be incurred in connection with the transactions contemplated by this Agreement. Any portion of the Stockholders’ Expense Fund Amount remaining after such date shall be paid by the Stockholders’ Representative to the Paying Agent for further distribution to the Company Securityholders, with each receiving its Pro Rata Share of such remaining amounts; provided that the amount payable in respect of Company Options shall be paid through the Surviving Corporation’s payroll. For all Tax purposes, the Parties agree that the Stockholders’ Expense Fund shall be treated as having been received, including through the Surviving Corporation’s payroll, as applicable, and voluntarily set aside by Company Securityholders at the time of Closing (and any Tax withholding with respect to such deemed receipt by any Company Securityholders shall be satisfied from the portion of the Merger Consideration paid to such Company Securityholder at Closing before reducing the Stockholders’ Expense Fund).

Expense Fund. At the ClosingEffective Time, (a) Acquiror shall retain by virtue of the Merger, and holdback without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount in cash equal to each Indemnifying PartyCompany Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount shall be withheld from the cash consideration otherwise payable to such Indemnifying PartyCompany Preferred Holder pursuant to Sections 1.8(a), 1.8(b), and (b) 1.8(c). At the Closing, Acquiror shall deposit, or cause to be deposited, with by wire transfer of immediately available funds, four hundred thousand dollars ($400,000) (the Securityholder Representative the “Expense Fund Amount Amount”) into an account designated by the Securityholder Representative and set forth in a written notice delivered to Acquiror at least two (2) Business Days prior to the Payment Spreadsheet Closing Date (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Indemnifying PartyCompany Preferred Holder, his, her, or its an amount equal to such Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held by accessed, and the Securityholder Representative in a segregated account and Expense Fund Amount shall be used (i) used, solely by the Securityholder Representative for the purposes of paying directly to pay directly, or reimbursing reimburse the Securityholder Representative for for, any Securityholder Representative Expenses fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Company Related Agreement, Agreement or the any Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Groupengagement agreement. The Expense Fund shall be treated as received and deposited by the Indemnifying Parties Company Preferred Holders at Closing for Tax purposes (except to the extent otherwise required by applicable Law) and be held as a trust fund for the benefit of the Indemnifying Parties and shall not be subject to any Lienlien, attachment, trustee process or any other judicial process of any creditor of any Person. The Indemnifying Parties Company Preferred Holders 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 Paying Agent (or other Person, if so designated by Acquiror and the Securityholder Representative, on the behalf of the Indemnifying Parties, and who will thereafter distribute the Expense Fund Release Amount Exchange Administrator for further distribution to the Indemnifying Parties) Company Preferred Holders in accordance with their respective Closing Pro Rata PortionsPortion. The Securityholder Representative is not providing any investment supervision, recommendations or 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, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund Amount, and has no Tax tax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties.