Common use of Expense Fund Clause in Contracts

Expense Fund. In furtherance of the foregoing, at the Closing, an amount in cash equal to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative. The Expense Fund shall be held and administered by the Sellers’ Representative in accordance with the terms of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of his gross negligence or willful misconduct. The Sellers’ Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellers.

Expense Fund. In furtherance of the foregoing, at the At Closing, Parent Group shall pay to the Paying Agent, for distribution to the Shareholders’ Representative (for the avoidance of doubt without any withholding or deduction on account of Tax) an amount in cash equal to the Expense Fund shall be withheld from Amount (such amount, together with any interest accrued thereon, are referred to herein collectively as the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative“Expense Fund”). The Expense Fund shall be held Amount and administered any interest accrued thereon are for the use solely by the SellersShareholders’ Representative in accordance with to pay any costs, fees, payments, indemnities and other expenses related to the terms performance by the Shareholders’ Representative of his duties and obligations hereunder, on behalf of the Participating Equity Holders as determined under Section 11.13 to this Section 12.14Agreement. The Sellersoutstanding balance of the Expense Fund available for distribution following the completion of the Shareholders’ Representative’s duties hereunder, as determined by the Shareholders’ Representative in his sole discretion, shall have be distributed by the right [***] Certain information in this document has been excluded pursuant to pay Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or reimburse himself confidential. Shareholders’ Representative to the extent he has advanced) Paying Agent to be further disbursed to the out-of-pocket costs and expenses associated Participating Equity Holders in accordance with the performance portion set out with respect to each Participating Equity Holder’s in the Distribution Waterfall. Neither any member of his duties hereunder (including legal fees and costs) (collectivelythe Parent Group nor any Affiliate thereof shall have any interest, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest right, Lien, obligation or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had claim in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal respect of the Expense Fund other than as a result or any amounts held therein. Neither any member of his gross negligence the Parent Group nor any Affiliate thereof shall be allowed to take any action with respect to, or willful misconduct. The Sellers’ Representative shall (i) maintain grant to any Person any right with respect to, the Expense Fund in an account maintained solely for such Expense Fund and no or any amounts held therein, or instruct the Shareholders’ Representative, the Escrow Agent or any other funds, (ii) and shall disburse the funds in such account exclusively in accordance Person regarding any actions to take with this Agreement. If at any time the balance of respect to the Expense Fund is insufficient to pay or reimburse the full any amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellerstherein.]

Expense Fund. In furtherance of the foregoing, at the Closingeach Indemnitor authorizes Purchaser to withhold, an amount in cash equal or cause to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable withheld, and deliver to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative. The , an aggregate amount equal to $300,000 (the “Expense Fund shall be held and administered Amount”) from the amounts otherwise payable by Purchaser to the Indemnitors pursuant to Section 1.3 with each Indemnitor contributing an amount equal to such Indemnitor’s Pro Rata Share of the Expense Fund Amount (such funds being referred to as the “Expense Fund”). In addition, each Indemnitor authorizes the Sellers’ Representative to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and otherwise distributed to such Indemnitor in accordance with Section 11.4, an amount equal to such Indemnitor’s Pro Rata Share of any amounts to which the terms of Sellers’ Representative is entitled pursuant to this Section 12.1412.1(e). The Indemnitors agree that the Expense Fund will be used for the purposes of paying directly, or reimbursing the Sellers’ RepresentativeRepresentative for, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs any fees and expenses associated with incurred in the performance of his its duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fundpursuant to this Agreement. The Sellers Indemnitors will not receive any interest or earnings on the Expense Fund and hereby irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Indemnitors agree that the Sellers’ Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Expense Fund other than as a result of his its gross negligence negligence, bad faith or willful misconduct. The Indemnitors agree that the Sellers’ Representative shall (i) maintain is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund in an account maintained solely for such and has no tax reporting or income distribution obligations with respect to any Indemnitor. The Sellers’ Representative will hold the Expense Fund and no other separate from its own funds, (ii) will not use the Expense Fund for its own purposes and shall disburse will not voluntarily make the funds Expense Fund available to its creditors in such account exclusively in accordance with this Agreementthe event of bankruptcy. If at any time As soon as practicable following the completion of the Sellers’ Representative responsibilities, the Sellers’ Representative will deliver the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the SellersPayment Agent for further distribution to the Indemnitors in accordance with their respective Pro Rata Shares. For tax purposes, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds will be treated as having been received and voluntarily set aside by the amount required to cover Indemnitors at the Seller Expenses that he reasonably expects to be incurred, time of the Sellers’ Representative shall distribute the excess funds to the SellersClosing.

Expense Fund. In furtherance A total of the foregoing, at the Closing, an amount in cash equal to the Expense Fund $100,000 shall be withheld from the portion of the Estimated Purchase Price amounts otherwise payable to the holders of Purchased Equity at Closing Indemnifying Parties pursuant to this Agreement and deposited into an account designated contributed by the Sellers’ Representative. The Expense Fund shall be held and administered Indemnifying Parties to a segregated client bank account, maintained by the Sellers’ Representative in accordance with the terms of this Section 12.14. The SellersStockholders’ Representative, in his sole discretion, shall have for the right Stockholders’ Representative to pay (or reimburse himself to hold as agent and for the extent he has advanced) benefit of the out-of-pocket costs Indemnifying Parties as a fund for the fees and expenses associated of the Stockholders’ Representative incurred in connection with this Agreement (the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund”). The Sellers Stockholders’ 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. The Indemnifying Parties shall not receive any interest or other earnings on the Expense Fund and the Indemnifying Parties irrevocably transfer and assign to the SellersStockholders’ Representative any ownership right that they may otherwise have had in any such interest or earningsthat may accrue on funds in the Expense Fund. The SellersIndemnifying Parties acknowledge that the Stockholders’ Representative will is not be liable providing any investment supervision, recommendations or advice. The Stockholders’ Representative shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of his its own gross negligence or willful misconduct. The SellersWith respect to each Indemnifying Party, an amount equal to such Indemnifying Party’s Pro Rata Share of $100,000 shall be (a) withheld from the aggregate of the amounts otherwise payable to such Indemnifying Party pursuant to this Agreement and (b) paid to the Expense Fund at the Effective Time. Within five business days following the date that is 16 months after the Closing Date, the Stockholders’ Representative shall (i) maintain deliver the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the remaining balance of the Expense Fund is insufficient to pay or reimburse not used for payment of fees and expenses of the full amount of Seller Expenses, then the SellersStockholders’ Representative shall have the right to charge the excess to the SellersIndemnifying Parties based on their respective Pro Rata Share as set forth on the Conversion Schedule. For tax purposes, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds shall be treated as having been received and voluntarily set aside by the amount required to cover Stockholders at the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellerstime of Closing.

Expense Fund. In furtherance of the foregoing, at the Closingeach Indemnitor authorizes Purchaser to withhold, an amount in cash equal or cause to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable withheld, and deliver to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative. The Expense Fund shall be held and administered by the Sellers’ Representative in accordance with at Closing, an aggregate amount equal to $300,000 (the terms of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller ExpensesExpense Fund Amount”) from the amounts otherwise payable by Purchaser to the Indemnitors pursuant to Section 1.4 or Section 1.7, as applicable, with each Indemnitor contributing an amount equal to such Indemnitor’s Pro Rata Share of the Expense Fund Amount (such funds being referred to as the “Expense Fund”). In addition, each Indemnitor authorizes the Sellers’ Representative to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and otherwise distributed to such Indemnitor in accordance with Section 11.6, an amount equal to such Indemnitor’s Pro Rata Share of any amounts to which the Sellers’ Representative is entitled pursuant to this Section 12.1. The Sellers Indemnitors agree that the Expense Fund will be used for the purposes of paying directly, or reimbursing the Sellers’ Representative for, any fees and expenses incurred in the performance of its duties pursuant to this Agreement and the Transaction Documents. The Indemnitors agree that the Sellers’ Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence, bad faith, fraud or willful misconduct. The Indemnitors agree that the Sellers’ 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 with respect to any Indemnitor. The Indemnitors will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of hold the Expense Fund other than separate from its own funds, will not use the Expense Fund for its corporate purposes and will not voluntarily make the Expense Fund available to its creditors in the event of bankruptcy. As soon as a result practicable following the completion of his gross negligence or willful misconduct. The the Sellers’ Representative shall (i) maintain responsibilities, the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time Sellers’ Representative will deliver the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the SellersPaying Agent for further distribution to the Indemnitors in accordance with their respective Pro Rata Shares. For tax purposes, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds will be treated as having been received and voluntarily set aside by the amount required to cover Indemnitors at the Seller Expenses that he reasonably expects to be incurred, time of the Sellers’ Representative shall distribute the excess funds to the SellersClosing.

Expense Fund. In furtherance of the foregoing, at At the Closing, the Company shall deposit cash in an amount in cash equal to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited Amount into an account designated by the Sellers’ RepresentativeStockholder Representative (the “Expense Fund”). Such amount shall be deemed a Third Party Expense. The Expense Fund shall 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 and administered by the Sellers’ Stockholder Representative as agent and for the benefit of the Company Stockholders in accordance with the terms of this Section 12.14a segregated client bank account. The Sellers’ RepresentativeStockholder Representative will hold these funds separate from its personal funds, will not use these funds for its operating expenses or any other personal purposes and will not voluntarily make these funds available to its creditors in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance event of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fundbankruptcy. The Sellers will Company Stockholders shall not receive any interest or other earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such Expense Fund shall be deposited into a non-interest or earningsbearing account. The Sellers’ Company Stockholders acknowledge that the Stockholder Representative will is not be liable providing any investment supervision, recommendations or advice. The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of his its gross negligence or willful misconduct. The Sellers’ At such time as the Stockholder Representative determines to release the Expense Fund, the Stockholder Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time deliver the balance of the Expense Fund is insufficient to pay Parent or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess Exchange Agent for distribution to the SellersCompany Stockholders, with each Seller being severally liable 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 excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgmentavoidance of doubt, that in no event shall the remaining balance 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 purposes, the Expense Fund exceeds shall be treated as having been received and voluntary set aside by the amount required to cover Company Stockholders at the Seller Expenses that he reasonably expects to be incurred, time of the Sellers’ Representative shall distribute the excess funds to the SellersClosing.

Expense Fund. In furtherance of Notwithstanding anything to the foregoingcontrary set forth in this Agreement, at the Closing, the Buyer shall withhold from the cash portion of the aggregate Acquisition Consideration otherwise payable to the Company Shareholders in the Acquisition pursuant to Section 1.1 an amount in of cash equal to the Expense Fund Amount. The Expense Amount shall be withheld from each Company Shareholder and holder of Vested Company Options based on such holder’s Pro Rata Share, and each such holder shall be deemed to have contributed to the portion Expense Fund such holder’s Pro Rata Share of the Estimated Purchase Price payable Expense Amount, to be held by the Escrow Agent pursuant to the holders Escrow Agreement. At Closing, the Buyer shall deposit, or cause to be deposited, with the Escrow Agent an amount of Purchased Equity at Closing cash consideration equal to the Expense Amount (such funds being referred to herein as the “Expense Fund”). The Escrow Agent shall hold the Expense Fund solely for the purpose of the expenses and deposited into an account designated reimbursements as determined by the Sellers’ Representative in connection with the performance of its services on behalf of the Seller Indemnifying Parties under this Agreement, as determined by the Representative. The Expense Fund (or any portion thereof) shall be held and administered by distributed to the Sellers’ Representative Seller Indemnifying Parties, in accordance with the terms Payment Spreadsheet, upon a determination by the Representative. Neither the Buyer, nor Parent nor any of this Section 12.14. The Sellers’ Representativetheir respective Affiliates, advisors or representatives have any right, lien, entitlement or benefit in his sole discretion, shall have the right or with respect to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign under no circumstances may they have any claim or demand with respect to the Sellers’ Representative Expense Fund or the use thereof, nor will they have any ownership right that they may otherwise have had in to receive any such interest information or earnings. The Sellers’ Representative will not be liable for any loss of principal records with respect to the use of the Expense Fund other than as a result of his gross negligence or willful misconduct. The Sellers’ Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellersthereof.

Expense Fund. In furtherance Notwithstanding any other provisions in this Article II, concurrent with the Effective Time and in accordance with Section 2.6(c), Parent shall deduct from the Estimated Closing Merger Consideration due to the Sellers (in accordance with each such Seller’s Pro Rata Share) an aggregate cash amount equal to $1,000,000 (the “Expense Fund Amount”) and deliver such amount to the Seller Representative, on behalf of the foregoingSellers, at the ClosingClosing by wire transfer of immediately available funds, an amount in cash equal to be held by the Expense Fund shall be withheld from Seller Representative as agent and for the portion benefit of the Estimated Purchase Price payable to Sellers in a separate client account (the holders of Purchased Equity at Closing and deposited into an account designated by amounts held therein, the Sellers’ Representative“Expense Fund”). The Expense Fund shall be held used solely (i) for the purposes of paying directly or reimbursing the Seller Representative for any Seller Representative Expenses incurred pursuant to this Agreement or the Escrow Agreement (in each case, in its capacity as such) and administered by (ii) to fund any indemnification obligations owed to the Sellers’ Seller Representative in accordance with the terms of this pursuant to Section 12.1412.5. The Sellers’ RepresentativeSeller Representative is not providing any investment supervision, in his sole discretion, recommendations or advice and shall have the right to pay (no responsibility or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable liability for any loss of principal of the Expense Fund other than as a result of his its gross negligence or willful misconduct. The Sellers’ Seller Representative shall (i) maintain 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. The Sellers will not receive any interest on the Expense Fund in an account maintained solely for and assign to the Seller Representative any such interest. The Seller Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Sellers. As soon as reasonably determined by the Seller Representative that the Expense Fund is no longer required to be withheld, and no other fundsin any event not later than the date on which all funds are released from the Purchase Price Adjustment Escrow Account, (ii) and the Seller Representative shall disburse distribute the funds in such account exclusively in accordance with this Agreement. If at any time the balance then remaining amount of the Expense Fund is insufficient (the “Residual Expense Fund Amount”) as follows: (A) the aggregate portion payable to pay the Shareholders (other than holders of Unvested Growth Shares) in accordance with their respective Pro Rata Shares shall be paid to the Paying Agent (or, if twelve months or reimburse more shall have elapsed since the full amount Effective Time as of the date of such distribution by the Seller ExpensesRepresentative, then such amounts shall be paid to Songsir) for further distribution thereto in accordance with, and subject to, Section 2.8(e) and (B) the Sellers’ Representative shall have the right to charge the excess aggregate portion payable to the Sellers, holders of Options and Unvested Growth Shares in accordance with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to their respective Pro Rata Shares shall be incurred, the Sellers’ Representative shall distribute the excess funds paid to the SellersSurviving Company for further distribution to such Optionholders and holders of Unvested Growth Shares in accordance with, and subject to, Section 2.8(d) and Section 2.8(e)(ii), as applicable.

Expense Fund. In furtherance of the foregoing, at Upon the Closing, an amount in cash equal Buyer will wire, to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the SellersStockholders’ Representative. The Committee, the Expense Fund shall Amount, which will be held and administered by used to establish an expense fund (the Sellers“Expense Fund”) for the purposes of paying directly, or reimbursing the Stockholders’ Representative in accordance with the terms of this Section 12.14. The Sellers’ RepresentativeCommittee for, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the any out-of-pocket costs and expenses associated of the Stockholders’ Committee arising out of or in connection with the performance acceptance or administration of his their duties hereunder (including legal fees or other third-party expenses or any portion of the Adjustment Amount. The Stockholders and costs) (collectivelythe Warrantholder hereby acknowledge and agree that, “Seller Expenses”) if and to the extent any Taxes are payable on payments from the Expense Fund, such Taxes shall be paid from the Expense Fund. The Sellers Stockholders and the Warrantholder will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the SellersStockholders’ Representative Committee any ownership right that they may otherwise have had in any such interest or earnings. The SellersStockholders’ Representative Committee is not providing any investment supervision, recommendations or advice and will not be responsible or liable for any loss of principal of the Expense Fund other than as a result of his their gross negligence or willful misconduct. The SellersStockholders’ Representative shall (i) maintain Committee is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Fund, and has no Tax reporting or income distribution obligations hereunder. Contemporaneous with or as soon as practicable following the termination or expiration of the Stockholders’ Committee’s obligations in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance connection with this Agreement. If at any time , the Stockholders’ Committee will deliver the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the SellersStockholders and the Warrantholder in accordance with their respective Pro Rata Shares. For Tax purposes, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds will be treated as having been received and voluntarily set aside by the amount required to cover Stockholders and the Seller Expenses that he reasonably expects to be incurred, Warrantholder at the Sellers’ Representative shall distribute time of the excess funds to the SellersClosing.

Expense Fund. In furtherance of On the foregoingClosing Date, at the Closing, an amount in cash equal to the Expense Fund Parent shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited deposit into an account designated by the Sellers’ Stockholder Representative a portion of the Closing Date Merger Consideration equal to $500,000 in cash in the aggregate, the “Expense Escrow Amount”). The Company and each holder of Company Capital Stock and each holder of vested Company Options hereby authorizes Parent to deposit the Expense Escrow Amount with the Stockholder Representative. The Expense Fund Escrow Amount shall be held and administered available for use by the Sellers’ Stockholder Representative in accordance with the terms of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated connection with the performance of his the Stockholder Representative’s duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from obligations under this Agreement and the Expense FundSRS Agreement. The Sellers will Such holders shall not receive any interest or other earnings on the Expense Fund Escrow Amount and irrevocably transfer and assign to the Sellers’ Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Stockholder Representative will not be liable for any loss of principal of the Expense Fund Escrow Amount other than as a result of his its gross negligence or willful misconduct. The Sellers’ As soon as practicable following the release in full of the Escrow Amount and the resolution of all earnout matters, Stockholder Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time will deliver the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess Escrow Amount to the SellersPayment Agent for further distribution to the Holders. For tax purposes, with each Seller being severally the Expense Escrow Amount shall be treated as having been received and voluntarily set aside by such holders at the time of Closing. Neither the Parent nor the Surviving Corporation shall be liable for any claims, losses or damages incurred by any Holder or the excess amounts pro rata has described above. At Stockholder Representative with respect to the Expense Escrow Amount or the payment of such time amount to the Stockholder Representative or times by the Stockholder Representative to the Payment Agent for payment to the Holders, and the Stockholder Representative (solely on behalf of the Holders and in its capacity as the Sellers’ Stockholder Representative, not in its individual capacity) shall defend and indemnify both the Parent and the Surviving Corporation against any losses, damages or claims against Parent or the Surviving Corporation arising out of, or related to, the payment by Parent or the Surviving Corporation of the Expense Escrow Amount to the Stockholder Representative determines, in his reasonable judgment, that or the remaining balance in payment of any portion of the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds Amount to the SellersPayment Agent and/or the Holders by the Stockholder Representative.

Expense Fund. In furtherance of The Representative will use the foregoing, at the Closing, an amount in cash equal to the Representative’s Expense Fund shall be withheld from for the portion purposes of paying directly, or reimbursing the Estimated Purchase Price payable Representative for, any third party expenses pursuant to this Agreement and the Ancillary Agreements. The holders of Purchased Equity at Closing Company Capital Stock and deposited into an account designated by the Sellers’ Representative. The Expense Fund shall be held and administered by the Sellers’ Representative in accordance with the terms of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers Company Options will not receive any interest or earnings on the Representative’s Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Representative’s Expense Fund other than as a result of his gross negligence or willful misconductUnexculpable Matters. The Sellers’ Representative shall (i) maintain will hold the Representative’s Expense Fund in an account maintained deposit accounts 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. The Representative’s Expense Fund shall not be subject to any encumbrance, attachment, trustee process or any other judicial process of any creditor of any Person and shall be used solely for such the purposes set forth in this ‎Section 9.13. It is the intention of the Representative, Parent and the Company that no Person has ownership of, or rights in, the Representative’s Expense Fund, other than the Representative’s rights to the Representative’s Expense Fund as set forth in this ‎Section 9.13, the right of the Representative to any interest or earnings on the Representative’s Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively right of the Escrow Participants to receive distributions in accordance with this Agreementthe following sentence. If at As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any time the remaining balance of the Representative’s Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable Paying Agent for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds further distribution to the SellersEscrow Participants in accordance with their Escrow Pro Rata Portions.

Expense Fund. In furtherance of the foregoing, at the Closing, an amount in cash equal to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative. The Expense Fund shall be held and administered by the SellersShareholders’ Representative as agent and for the benefit of the Shareholders’ Representative and the Shareholders in accordance with a segregated bank account and shall be used solely for the terms purposes of (i) paying directly, or reimbursing the Shareholders’ Representative for, any third party expenses pursuant to this Section 12.14. The SellersAgreement, the Escrow Agreement, the Paying Agent Agreement and the Incentive Bonus Plan (ii) to defend any claims made, or pay costs of defense of any disputes, or to pay any amounts needed to perform any obligations hereunder, (iii) to pay any amounts due from Shareholders, and (iv) to provide indemnity to the Shareholders’ Representative, all in the sole discretion of the Shareholders’ Representative. The Shareholders’ Representative will hold these funds separate from his sole discretionpersonal funds, will not use these funds for personal uses and will not voluntarily make these funds available to his creditors in the event of bankruptcy. The Shareholders shall have the right to pay (not receive any interest or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from other earnings on the Expense Fund. The Sellers will not receive any interest or earnings on Shareholders acknowledge that the Expense Fund and irrevocably transfer and assign to the SellersShareholders’ Representative is not providing any ownership right that they may otherwise have had in any such interest investment supervision, recommendations or earningsadvice. The SellersShareholders’ Representative will not be liable shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of his the gross negligence or willful misconductbad faith of the Shareholders’ Representative. The SellersShareholders’ Representative may increase the Expense Fund with such amount (as the Shareholders’ Representative determines in his sole discretion) of the portion of the Escrow Fund or Earnout Payments, if any, otherwise distributable to the Shareholders pursuant to the terms hereof at the time of distribution and the Shareholders’ Representative may vary the amounts distributed to the Shareholders if there is any amount due from a Shareholder which has not been paid or if any Damages are deemed attributable to an act or omission of such Shareholder, all in the discretion of the Shareholders’ Representative. When, in the sole discretion of the Shareholders’ Representative, the Shareholders’ Representative determines that the Expense Fund is no longer necessary, the Shareholders’ Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient Fund, if any, after deducting amounts owed to pay or reimburse KippsDeSanto & Co. and the full Bonus Plan Participants, as follows: (i) first, to the holders of Series A Common Stock pro rata in accordance with the number of shares of Series A Common Stock held by each such holder until such time as the aggregate payments to the holders of Series A Common Stock hereunder, taken as a whole, and including (A) the amount of Seller Expensesthe Common Closing Date Payment paid to such holders pursuant to Section 2.6(c), then (B) the Sellers’ Representative shall have amount of any portion of the right Escrow Fund disbursed to charge such holders pursuant to Article IX or the excess to Escrow Agreement, (C) the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in amount of the Expense Fund exceeds disbursed to such holders pursuant to this Section 10.1(c) and (D) the amount required of any Earnout Payments paid to cover such holders pursuant to Section 2.9, equals the Seller Expenses that he reasonably expects Aggregate Series A Common Stock Preference Amount; and (ii) thereafter, to be incurredthe holders of all of the Company’s Capital Stock, on an as converted basis, pro rata in accordance with the number of shares of Company Capital Stock held by each such holder. For Tax purposes, the Sellers’ Representative Expense Fund shall distribute be treated as having been received and voluntarily set aside by the excess funds to Shareholders at the Sellerstime of Closing.

Expense Fund. In furtherance At the Effective Time, by virtue of the foregoingMerger, at and without any action on the Closingpart of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount in cash equal to each Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount shall be withheld from the portion of the Estimated Purchase Price cash consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a), 1.8(b), and 1.8(c). At the holders Closing, Acquiror shall deposit, or cause to be deposited, by wire transfer of Purchased Equity at Closing and deposited immediately available funds, four hundred thousand dollars ($400,000) (the “Expense Fund Amount”) into an account designated by the Sellers’ RepresentativeSecurityholder Representative in a written notice delivered to Acquiror at least two (2) Business Days prior to the Closing Date (the “Expense Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Company Preferred Holder, an amount equal to such Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held accessed, and administered the Expense Fund Amount shall be used, solely by the Sellers’ Securityholder Representative to pay directly, or reimburse the Securityholder Representative for, any fees, costs or other expenses it may incur in accordance with the terms of performing its duties or exercising its rights under this Section 12.14Agreement, any Company Related Agreement or any Securityholder Representative engagement agreement. The Sellers’ RepresentativeExpense Fund shall be treated as received and deposited by the Company Preferred Holders at Closing for Tax purposes and shall not be subject to any lien, in his sole discretionattachment, shall have the right to pay (trustee process or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance any other judicial process of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fundany creditor of any Person. The Sellers Company Preferred Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ 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 Exchange Administrator for further distribution to the Company Preferred Holders in accordance with their respective Closing Pro Rata Portion. The Sellers’ 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 his its gross negligence negligence, bad faith, fraud or willful misconduct. The Sellers’ Securityholder Representative shall (i) maintain is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund in an account maintained solely for such Expense Fund Amount, and has no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient to pay tax reporting or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellersincome distribution obligations hereunder.

Expense Fund. In furtherance At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, by wire transfer of the foregoingimmediately available funds, at the Closing, an amount in cash equal to the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited Amount into an a segregated account designated by the Sellers’ RepresentativeSecurityholder Representative in a written notice delivered to Parent. The Expense Fund Funds shall be held accessed, and administered the Expense Fund Amount shall be used, solely by the Sellers’ Securityholder 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, the Escrow Agreement, the Rollover Escrow Agreement, the Make Whole Agreement, the Securityholder Representative Agreement, and the other Contracts referenced herein and therein and (ii) as otherwise directed by the Advisory Group in accordance with the terms of this Section 12.14the Securityholder Representative Agreement. The Sellers’ Expense Funds shall be treated as received and deposited by the Company Securityholders at Closing for Tax purposes and be held as a trust fund for the benefit of the Company Securityholders and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person. Upon conclusion of the Securityholder Representative’s duties hereunder, the Securityholder Representative shall deliver any amounts then remaining in the Expense Funds (the “Expense Fund Release Amount”) to the Company Securityholders, in his sole discretioneach case, shall have as of immediately prior to the right to pay Effective Time (or reimburse himself to the extent he has advanced) Paying Agent for further distribution to such Company Securityholders or to the out-of-pocket costs and expenses associated 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 the performance their respective aggregate Per Share Portion of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earningsRelease Amount. The Sellers’ 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 his its gross negligence negligence, bad faith, fraud or willful misconduct. The Sellers’ Securityholder Representative shall (i) maintain is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) Amount and shall disburse the funds in such account exclusively in accordance with this Agreementhave no tax reporting or income distribution obligations hereunder. If at The Company Securityholders will not receive any time the balance of interest on the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess Funds and assign to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described aboveSecurityholder Representative any such interest. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required Subject to cover the Seller Expenses that he reasonably expects to be incurredAdvisory Group approval, the Sellers’ Securityholder Representative shall distribute the excess may contribute funds to the SellersExpense Funds from any consideration otherwise distributable to the Company Securityholders, on a pro rata basis.

Expense Fund. In furtherance of the foregoing, at (a) Upon the Closing, an amount in cash equal Buyer shall wire to the Sellers’ Representative the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ RepresentativeAmount. The Expense Fund Amount shall be held and administered by the Sellers’ Representative in accordance with a segregated client account and shall be used (i) for the terms purposes of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (paying directly or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to reimbursing the Sellers’ Representative for any ownership right that they may Sellers’ Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Sellers’ Representative Engagement Agreement, or (ii) as otherwise have had determined by the Advisory Group (the “Expense Fund”). The Expense Fund Amount as contemplated herein shall reflect a proportionate contribution from each Seller in any an amount equal to such interest or earningsPerson’s Transaction Percentage. The Sellers’ Representative will is not be liable providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of his its gross negligence or willful misconduct. The Sellers’ Representative shall (i) maintain 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 Seller Parties will not receive any interest on the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient assign to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right any such interest. Subject to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurredAdvisory Group approval, the Sellers’ Representative shall distribute the excess may contribute funds to the Expense Fund from any consideration otherwise distributable to the Seller Parties. (b) At the end of the Release Date, subject to any amount reserved in the reasonable judgment of the Sellers’ Representative with respect to any unresolved or unsatisfied claim for indemnification pursuant to Article XII, the remainder of the Expense Fund shall be promptly remitted by the Seller Parties to the Buyer, who will cause to distribute such remainder of the Expense Fund to the Seller Parties in accordance with each such Seller Party’s respective Transaction Percentage. With respect to any reserved amounts remaining in the Expense Fund following the expiration of the Release Date, any remaining amounts shall be promptly distributed by the Sellers’ Representative following the resolution or satisfaction of such pending claim to the Buyer for further distribution to the Seller Parties in accordance with each such Seller Party’s respective Transaction Percentage.

Expense Fund. In furtherance of the foregoing, at At the Closing, an amount in cash equal the Purchaser shall deliver to the Expense Fund shall be withheld from the portion Shareholders Representative, out of the Estimated Purchase Price payable Price, a cash amount of $300,000 (the “Expense Amount”) to the holders of Purchased Equity at Closing and deposited into an account designated be held by the Sellers’ RepresentativeShareholders Representative in a segregated account separate from its corporate funds (the “Expense Fund”). The Expense Fund shall be held Selling Shareholders and administered by the Sellers’ Representative in accordance with the terms of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers Optionholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Shareholders Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Shareholders Representative will not be liable for any loss of principal of the Expense Fund other than as a result of his its gross negligence or willful misconduct. The Sellers’ Shareholders Representative shall (i) maintain 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. The Expense Fund will be available and used by the Shareholders Representative for the direct payment of, or reimbursement of the Shareholders Representative for costs, expenses and fees incurred by the Shareholders Representative in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with performing its duties pursuant to this AgreementAgreement or related thereto. If at any time the balance The portion of the Expense Fund is insufficient allocated to pay each Selling Shareholders and Optionholders shall be as set forth in the Allocation Schedule. The Expense Fund shall be retained in whole or reimburse in part by the full amount of Seller Expenses, then Shareholders Representative for such time as the Sellers’ Shareholders Representative shall have determine in its sole discretion. If the right Shareholders Representative shall determine in its sole discretion to charge release all or any portion of the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the funds remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurredFund, the Sellers’ Shareholders Representative shall distribute the excess funds pay such amount to the SellersPayment Agent or Section 102 Trustee, as applicable, for further distribution to the Selling Shareholders and Optionholders; provided, that any payment to any US Optionholder shall be distributed to Purchaser or one of its Affiliates and paid by Purchaser or its applicable Affiliate through the Company’s or its applicable Affiliate’s payroll or accounts payable system, as applicable, subject to any withholding required under applicable Legal Requirements. For tax purposes, the Expense Amount will be treated as having been received and voluntarily set aside by the Selling Shareholders and Optionholders at the time of Closing.

Expense Fund. In furtherance of the foregoing, at Upon the Closing, an amount in cash equal to Parent shall wire the Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable Amount to the holders of Purchased Equity at Closing and deposited into an account designated by the SellersHolders’ Representative. The Expense Fund Amount shall be held and administered by the SellersHolders’ Representative in accordance with a segregated client account and shall be used: (i) for the terms purposes of paying directly or reimbursing the Holders’ Representative for any Holders’ Representative Losses incurred pursuant to this Section 12.14Agreement, the Holders’ Representative Engagement Agreement and the agreements ancillary hereto, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The SellersHolders’ RepresentativeRepresentative is not providing any investment supervision, in his sole discretion, recommendations or advice and shall have no responsibility or liability for any loss of principal of the right to pay (Expense Fund other than as a result of its gross negligence or reimburse himself to willful misconduct. The parties agree that the extent he has advanced) the out-of-pocket costs and expenses associated Holders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund, and has no tax reporting or income distribution obligations. The Sellers Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the SellersHolders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. Subject to Advisory Group approval, the Holders’ Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Holders. The SellersHolders’ Representative will hold these funds separate from its corporate funds, will not be liable use these funds for its operating expenses or any loss other corporate purposes and will not voluntarily make these funds available to its creditors in the event of principal bankruptcy. As soon as practicable following the completion of the Expense Fund other than as a result of his gross negligence or willful misconduct. The SellersHolders’ Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurredRepresentative’s responsibilities, the SellersHolders’ Representative shall distribute the excess funds remaining Expense Fund (if any) to the SellersExchange Agent and/or Parent, as applicable, for further distribution to the Holders based on such Holder’s Pro Rata Portion, which shall be calculated with reference to all Holders and Company Optionholders rather than just Consenting Holders, except in the case of payments to employees or former employees of the Company for which employment tax withholding is required, which such amounts shall be delivered to Parent or the Surviving Company and paid through Parent’s or surviving corporation’s payroll processing service or system, as directed by the Advisory Group. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Consenting Holders at the time of Closing.

Expense Fund. In furtherance of the foregoing, at Upon the Closing, an amount in cash equal the Purchaser shall wire to the Equityholder Representative $150,000 (the “Expense Fund shall be withheld from the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ RepresentativeAmount”). The Expense Fund Amount shall be held and administered by the Sellers’ Equityholder Representative in accordance with a segregated client account and shall be used (i) for the terms purposes of paying directly or reimbursing the Equityholder Representative for any Representative Expenses incurred pursuant to this Section 12.14Agreement or any Representative Engagement Agreement, or (ii) as otherwise determined by the Representative Group (the “Expense Fund”). The Sellers’ RepresentativeEquityholder Representative is not providing any investment supervision, in his sole discretion, recommendations or advice and shall have the right to pay (no responsibility or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fund. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable liability for any loss of principal of the Expense Fund other than as a result of his its gross negligence or willful misconduct. The Sellers’ Equityholder Representative shall (i) maintain 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 Equityholders will not receive any interest on the Expense Fund in an account maintained solely for and assign to the Equityholder Representative any such interest. Subject to Representative Group approval, the Equityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Equityholders. As soon as reasonably determined by the Equityholder Representative that the Expense Fund is no longer required to be withheld, the Equityholder Representative shall distribute the remaining Expense Fund (if any) to the Paying Agent for further distribution to the Equityholders; provided that the party making such distribution shall be entitled to deduct a reasonable fee for the cost of processing such payment. For tax purposes, the Expense Fund Amount shall be treated as having been received and no other funds, (ii) and shall disburse voluntarily set aside by the funds in such account exclusively in accordance Equityholders at the time of Closing. Any Tax required to be withheld with this Agreement. If at any time respect to the balance deemed payment to an Equityholder of its portion of the Expense Fund is insufficient to pay or reimburse Amount shall reduce the full amount of Seller Expenses, then the Sellers’ Representative cash payable to such Equityholder at Closing and shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in not reduce the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the SellersFund.

Expense Fund. In furtherance of the foregoing, at At the Closing, Parent shall retain and hold back an amount in cash equal to each Stockholder’s Pro Rata Portion of the Expense Fund shall be withheld Amount from the portion of the Estimated Purchase Price cash consideration otherwise payable to such Person pursuant to Section 1.3(b). At or promptly after the holders of Purchased Equity at Closing and deposited Closing, Parent shall deposit, or cause to be deposited, with the Stockholder Representative the Expense Fund Amount into an account designated by the Sellers’ RepresentativeStockholder Representative in a written notice delivered to Parent at least five (5) Business Days prior to the Closing Date (the “Expense Fund”), and, upon such deposit, Parent shall be deemed to have contributed to the Expense Fund, on behalf of each Stockholder, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be held accessed, and administered the Expense Fund Amount shall be used, solely by the Sellers’ Stockholder Representative to pay any fees, costs or other expenses it may incur in accordance with performing its duties or exercising its rights under this Agreement, any Related Agreement, or the terms of this Section 12.14Stockholder Representative Engagement Agreement. The Sellers’ RepresentativeExpense Fund shall be treated as received and deposited by the Stockholders at Closing for Tax purposes and be held as a trust fund for the benefit of the Stockholders and shall not be subject to any Lien, in his sole discretionattachment, shall have the right to pay (trustee process or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance any other judicial process of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fundany creditor of any Person. The Sellers Stockholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. Upon conclusion of the Stockholder Representative’s duties hereunder, the Stockholder Representative shall disburse any amounts then-remaining in the Expense Fund (the “Expense Fund Release Amount”) to the Stockholders (or to the Exchange Agent or other Person, if so designated by Parent, on their behalf, and who will thereafter distribute the Expense Fund Release Amount to the Stockholders) in accordance with their respective Pro Rata Portions. The Sellers’ 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 his its gross negligence negligence, bad faith, fraud or willful misconduct. The Sellers’ Stockholder Representative shall (i) maintain is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund in an account maintained solely for such Expense Fund Amount, and has no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the balance of the Expense Fund is insufficient to pay tax reporting or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the Sellersincome distribution obligations hereunder.

Expense Fund. In furtherance of the foregoing, at Upon the Closing, an amount in cash equal the Company will wire $250,000 (the “Expense Fund”) to the Expense Fund Sellers Representative, which will be used for any expenses incurred by the Sellers Representative or the Advisory Committee. The Advisory Committee shall be withheld from entitled to hire such legal, accounting and business advisors as it deems appropriate and the portion of the Estimated Purchase Price payable to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative. The Expense Fund fees for such advisors shall be held and administered by the Sellers’ Representative in accordance with the terms of this Section 12.14. The Sellers’ Representative, in his sole discretion, shall have the right to pay (or reimburse himself to the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) paid for from the Expense Fund. Prior to Sellers Representative incurring cost in excess of $5,000 on behalf of the Sellers, Sellers Representative will solicit the approval of the Advisory Committee prior to incurring such cost and engaging counsel or other experts on behalf of Sellers. Sellers Representative agrees that it will not use the Expense Fund for compensation, unless otherwise agreed between the Advisory Committee and Sellers Representative. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Sellers Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Sellers Representative will hold these funds separate from its corporate funds and will not be liable for any loss voluntarily make these funds available to its creditors in the event of principal bankruptcy. As soon as practicable following the completion of the Expense Fund other than as a result of his gross negligence or willful misconduct. The Sellers’ Sellers Representative’s responsibilities, the Sellers Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at will deliver any time the remaining balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the SellersPaying Agent for further distribution to the Sellers in an amount equal to (i) the percentage set forth next to such holder’s name on Exhibit 1.6 corresponding to the column applicable to the release of the Expense Fund, with each Seller being severally liable multiplied by (ii) the total amount to be paid for the excess release of the Expense Fund. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Sellers at the time of Closing. In the event of a determination by the Sellers Representative or the Advisory Committee in the sole discretion of either that foreseeable expenses are likely to exceed amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund, by virtue of each Seller’s execution and delivery of a Joinder and Letter of Transmittal and by the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder and without any Seller needing to take any further act, each such Seller agrees to wire its Pro Rata Portion of any additional amounts needed for the Expense Fund exceeds as may be requested by either the amount required to cover Sellers Representative or the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the SellersAdvisory Committee within thirty (30) days of such Seller’s receipt of such request.

Expense Fund. In furtherance of the foregoing, at 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 shall be withheld Amount from the portion of the Estimated Purchase Price cash consideration otherwise payable to such Indemnifying Party, and (b) Acquiror shall deposit, or cause to be deposited, with the holders of Purchased Equity at Closing and deposited Securityholder Representative the Expense Fund Amount into an account designated by the Sellers’ RepresentativeSecurityholder 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 and administered by the Sellers’ Securityholder Representative in accordance with a segregated account and shall be used (i) solely by the terms 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 Section 12.14Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Sellers’ Representative, in his sole discretion, Expense Fund shall have be treated as received and deposited by the right to pay Indemnifying Parties at Closing for Tax purposes (or reimburse himself except to the extent he has advancedotherwise required by applicable Law) and be held as a trust fund for the out-of-pocket costs benefit of the Indemnifying Parties and expenses associated with the performance shall not be subject to any Lien, attachment, trustee process or any other judicial process of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fundany creditor of any Person. The Sellers Indemnifying Parties will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ 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 Sellers’ 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 his its gross negligence negligence, bad faith, fraud or willful misconduct. The Sellers’ Securityholder Representative shall (i) maintain is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense Fund in an account maintained solely for such Expense Fund Amount, and has no other fundsTax reporting or income distribution obligations hereunder. Subject to Advisory Group approval, (ii) and shall disburse the Securityholder Representative may contribute funds in such account exclusively in accordance with this Agreement. If at any time the balance of to the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess from any consideration otherwise distributable to the Sellers, with each Seller being severally liable for the excess amounts pro rata has described above. At such time or times as the Sellers’ Representative determines, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds the amount required to cover the Seller Expenses that he reasonably expects to be incurred, the Sellers’ Representative shall distribute the excess funds to the SellersIndemnifying Parties.

Expense Fund. In furtherance of Upon the foregoing, at the Closing, an amount in cash equal first Contingent Consideration payment made to the Expense Fund shall be withheld from the Effective Time Holders (if any), a portion of such Contingent Consideration payment in the Estimated Purchase Price payable amount of US$[***] (the “Expense Fund”) will be diverted to the holders of Purchased Equity at Closing and deposited into an account designated by the Sellers’ Representative. The Expense Fund shall be held and administered by the Sellers’ Representative in accordance with the terms of this Section 12.14. The SellersStockholders’ Representative, in his sole discretionwhich will be used for the purposes of paying directly, shall have or reimbursing the right Stockholders’ Representative for, any third party expenses pursuant to pay (or reimburse himself to this Agreement and the extent he has advanced) the out-of-pocket costs and expenses associated with the performance of his duties hereunder (including legal fees and costs) (collectively, “Seller Expenses”) from the Expense Fundagreements ancillary hereto. The Sellers Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the SellersStockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The SellersStockholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of his its gross negligence or willful misconduct. The SellersStockholders’ 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. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative shall (i) maintain the Expense Fund in an account maintained solely for such Expense Fund and no other funds, (ii) and shall disburse the funds in such account exclusively in accordance with this Agreement. If at any time the remaining balance of the Expense Fund is insufficient to pay or reimburse the full amount of Seller Expenses, then the Sellers’ Representative shall have the right to charge the excess to the SellersEffective Time Holders based on such Effective Time Holders’ Pro Rata Share, with each Seller being severally liable except in the case of payments to employees or former employees of the Company for which employment tax withholding is required, which such amounts shall be delivered to Parent or the excess amounts pro rata has described aboveSurviving Corporation and paid through Parent’s or Surviving Corporation’s payroll processing service or system. At such time or times as the Sellers’ Representative determinesFor tax purposes, in his reasonable judgment, that the remaining balance in the Expense Fund exceeds shall be treated as having been received and voluntarily set aside by the amount required Effective Time Holders at the time the Expense Fund is delivered to cover the Seller Expenses Stockholders’ Representative. The parties agree that he reasonably expects to be incurred, the SellersStockholders’ Representative shall distribute is not acting as a withholding agent or in any similar capacity in connection with the excess funds to the SellersExpense Fund.