Common use of Expense Fund Clause in Contracts

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii). The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Group. The Securityholders’ Agent is not 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 its gross negligence or willful misconduct. The Securityholders’ Agent 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 Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Shares.

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

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration Acquiror shall retain and hold back an amount in cash equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholderseach Stockholder’s and holder of Vested Company Options’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share Portion of the Expense Fund Amount from the portion of the Adjusted Consideration cash consideration otherwise payable to such Indemnifying Holder Person pursuant to Section 1.1(d)(i1.3(b). At or promptly after the Closing, Acquiror shall deposit, or cause to be deposited, with the Securityholder Representative the Expense Fund Amount into an account designated by the Securityholder Representative in a written notice delivered to Acquiror at least two Business Days prior to the Closing Date (the “Expense Fund”), Section 1.1(d)(ii) and Section 1.1(d)(iii)and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each such Securityholder, his, her, or its Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be used (i) for accessed, and the purpose of paying directly Expense Fund Amount shall be used, solely by the Securityholder Representative to pay any fees, costs or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to other expenses it may incur in performing its duties or exercising its rights under this Agreement or any Securityholders’ Agent letter agreement, or (ii) the Securityholder Representative Engagement Agreement. The Expense Fund shall be treated as otherwise determined received and deposited by the Advisory Groupapplicable Securityholders at Closing for Tax purposes and be held for the benefit of such Securityholders. The 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 applicable Securityholders (or to the Exchange Agent or other Person, if so designated by Acquiror, on their behalf, and who will thereafter distribute the Expense Fund Release Amount to such Securityholders’ Agent ) in accordance with their respective Pro Rata Portions. The Securityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. The Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense FundFund Amount, and has no tax reporting or income distribution obligations. The Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Sharesobligations hereunder.

Expense Fund. At On the Closing or within 1 Business Day after ClosingDate, Subco will Parent shall deposit twenty five thousand dollars (or Acquirer will on behalf of Subco$25,000) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time ”) in cash of the Total Cash Consideration otherwise payable to time the Indemnifying Parties pursuant to this Agreement or any Securityholders’ Agent letter agreement, Section 1.6(b)(i) into a segregated client account (the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered designated by the Securityholders’ Agent Shareholder Representative in a written notice delivered to Acquirer Purchaser at least five (5) days prior to the ClosingClosing Date. Upon deposit of the Expense Fund with the Shareholder Representative in accordance with the foregoing sentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Expense Fund from 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 Securityholders’ Agent Shareholder Representative to pay any fees, costs or other expenses it may incur in a segregated client accountperforming its duties or exercising its rights under this Agreement, any agreement ancillary hereto or any Shareholder Representative engagement agreement. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (The Indemnifying Parties will not receive any interest or Acquirer earnings on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from and irrevocably transfer and assign to the portion of the Adjusted Consideration Shareholder Representative any ownership right that they may otherwise payable to have had in any such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii)interest or earnings. The Expense Fund shall Shareholder Representative will not be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Group. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense FundShareholder Representative will hold these funds separate from its corporate funds, and has no tax reporting or income distribution obligations. The Indemnifying Holders will not receive use these funds for its operating expenses or any interest on other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as soon as practicable following the completion of the Shareholder Representative’s duties, the Shareholder Representative will deliver the balance of the Expense Fund and assign to the Securityholders’ Exchange Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata SharesParties. 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 In accordance with ‎Section 2.7(c) on the Closing or within 1 Business Day after ClosingDate, Subco will (or Acquirer will on behalf of Subco) cause a portion Company shall wire cash to the account of the Adjusted Consideration equal to Equityholder Representative in the amount of [$25,000 100,000] (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing). The Expense Fund Amount shall be held by the Securityholders’ Agent Equityholder Representative as agent and for the benefit of the Equityholders in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) account and Section 1.1(d)(iii). The Expense Fund shall be used (i) for the purpose purposes of paying directly or reimbursing the Securityholders’ Agent Equityholder Representative for any Securityholders’ Agent Expenses expenses or Damages of the Equityholder Representative incurred pursuant to this Agreement, the Escrow and Paying Agent Agreement or any Securityholders’ Agent letter agreement, or the Equityholder Representative Engagement Agreement (ii) as otherwise determined by the Advisory Group“Expense Fund”). The Securityholders’ Agent Equityholder Representative is not 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 its gross negligence fraud or willful misconduct. The Securityholders’ Agent Equityholder 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 obligationsobligations hereunder. The Indemnifying Holders Equityholders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent Equityholder Representative any such interest. Subject to Advisory Group approval, the Securityholders’ Agent The Equityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying HoldersEquityholders. As soon as reasonably determined by the Securityholders’ Agent Equityholder Representative that the Expense Fund is no longer required to be withheld, and in any event not later than the Securityholders’ Agent date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fund (Fund, if any) , to the Paying Agent and/or Acquirerand the Surviving Corporation, as applicable, for further distribution to the Equityholders based on their respective Indemnifying Holders Pro Rata Shares in accordance with their respective Pro Rata Sharesthe same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow Account.

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration Parent shall retain and hold back an amount in cash equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying HolderStockholder’s Pro Rata Share Portion of the Expense Fund Amount from the portion of the Adjusted Consideration cash consideration otherwise payable to such Indemnifying Holder Person pursuant to Section 1.1(d)(i1.3(b). At or promptly after the Closing, Parent shall deposit, or cause to be deposited, with the Stockholder Representative the Expense Fund Amount into an account designated by the Stockholder Representative in a written notice delivered to Parent at least five (5) Business Days prior to the Closing Date (the “Expense Fund”), Section 1.1(d)(ii) and Section 1.1(d)(iii)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 used (i) accessed, and the Expense Fund Amount shall be used, solely by the Stockholder Representative to pay any fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Stockholder Representative Engagement Agreement. The Expense 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 purpose benefit of paying directly or reimbursing the Securityholders’ Agent for Stockholders and shall not be subject to any Securityholders’ Agent Expenses incurred pursuant to this Agreement Lien, attachment, trustee process or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Groupother judicial process of any creditor of any Person. The Securityholders’ Stockholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the 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 Stockholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. The Securityholders’ Agent Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense FundFund Amount, and has no tax reporting or income distribution obligations. The Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Sharesobligations hereunder.

Expense Fund. At or prior to the Closing Effective Time, Parent shall deposit, or within 1 Business Day after Closingcause to be deposited, Subco will by wire transfer of immediately available funds, the Expense Fund Amount into a segregated account designated by the Securityholder Representative in a written notice delivered to Parent. The Expense Funds shall be accessed, and the Expense Fund Amount shall be used, solely by the Securityholder Representative: (i) to pay reasonable and documented out-of-pocket costs, fees, and expenses it may incur in performing its duties or Acquirer will on behalf of Subcoexercising 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) cause a portion as otherwise directed by the Advisory Group in accordance with the terms of the Adjusted Consideration equal Securityholder Representative Agreement. The 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 $25,000 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” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Company Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer , in each case, as of immediately prior to the Closing. The Expense Fund Effective Time (or to the Paying Agent for further distribution to such Company Securityholders or to the Surviving Corporation or its payroll provider for further payment to such withholding Company Securityholders), which amount shall be held by the Securityholders’ Agent payable to each such Company Securityholder in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata accordance with their respective aggregate Per Share Portion of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii)Release Amount. The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Group. The Securityholders’ Agent Securityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability 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 negligence, bad faith, fraud or willful misconduct. The Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, Fund Amount and has shall have no tax reporting or income distribution obligationsobligations hereunder. The Indemnifying Holders Company Securityholders will not receive any interest on the Expense Fund Funds and assign to the Securityholders’ Agent Securityholder Representative any such interest. Subject to Advisory Group approval, the Securityholders’ Agent Securityholder Representative may contribute funds to the Expense Fund Funds from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Company Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Shareson a pro rata basis.

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration Company shall deposit cash in an amount equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, Amount into an account designated by the Stockholder 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 deposited incurred in connection with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the ClosingTransactions. The Expense Fund shall be held by the Securityholders’ Agent Stockholder Representative as agent and for the benefit of the Company Stockholders in a segregated client bank account. Notwithstanding anything The Stockholder 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 the contrary its creditors in the event of bankruptcy. The Company Stockholders shall not receive interest or other provisions of this Article I, Subco (or Acquirer earnings on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from and the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii). The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Groupdeposited into a non-interest bearing account. The Securityholders’ Agent Company Stockholders acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice and 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 its gross negligence or willful misconduct. The Securityholders’ Agent is not acting At such time as a withholding agent or in any similar capacity in connection with the Stockholder Representative determines to release the Expense Fund, and has no tax reporting or income distribution obligations. The Indemnifying Holders will not receive any interest on the Stockholder Representative shall deliver the balance of the Expense Fund and assign to Parent or the Exchange Agent for distribution to the Securityholders’ Agent any Company Stockholders, with each Company Stockholder receiving its allocation of such interestbalance 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). Subject to Advisory Group approvalFor applicable Tax purposes, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon shall be treated as reasonably determined having been received and voluntary set aside by the Securityholders’ Agent that Company Stockholders at the Expense Fund is no longer required to be withheld, time of the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata SharesClosing.

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in set forth herein, at the other provisions of this Article IClosing, Subco (or Acquirer on behalf of SubcoBuyer shall withhold from the cash amount otherwise payable to each Company Securityholder pursuant to Section 2.6(b), Section 2.6(c) shall, in the case of each Indemnifying Holder, withhold and/or Section 2.6(d)(i) such Indemnifying HolderCompany Securityholder’s Pro Rata Share of the Expense Fund Amount from and will wire to the portion Securityholders’ Representative $150,000 (the “Expense Fund”), which will be held by the Securityholders’ Representative as agent and for the benefit of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) Company Securityholders in a segregated client account and Section 1.1(d)(iii). The Expense Fund shall which will be used used: (i) for the purpose purposes of paying directly directly, or reimbursing the Securityholders’ Agent for Representative for, any Securityholders’ Agent Expenses incurred Representative Expenses, as defined herein, pursuant to this Agreement, the Escrow Agreement or any the Securityholders’ Agent letter agreement, Representative Engagement Agreement or (ii) as otherwise determined by the Advisory Group. The Securityholders’ Agent Representative will hold the Expense Fund separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. Subject to Advisory Group approval, the Securityholders’ Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company 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’ Agent 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 Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon obligations hereunder except as reasonably determined required by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Sharesapplicable Law.

Expense Fund. At Each Non-Dissenting Equityholder hereby authorizes the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration equal Payment Agent to withhold $25,000 400,000 (the “Expense Fund Amount” and, as it may be increased or decreased ”) from time the amounts otherwise payable by the Payment Agent to time the Non-Dissenting Equityholders pursuant to this Agreement or any Securityholders’ Section 1.9, with the Payment Agent letter agreement, to withhold from the “Expense Fund”) Merger Consideration otherwise payable to be deposited with each Non-Dissenting Equityholder and distribute to the Securityholders’ Agent pursuant an amount equal to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying HolderNon-Dissenting Equityholder’s Pro Rata Share of the Expense Fund Amount Amount. The Non-Dissenting Equityholders shall hold harmless and indemnify the Indemnitees from and against any Damages relating to the portion withholding of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii)Expense Fund Amount. The Expense Fund Amount shall be used (i) for the purpose of paying directly or reimbursing retained by the Securityholders’ Agent for in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any amounts remaining from the Expense Fund Amount shall be paid by the Securityholders’ Agent Expenses incurred pursuant to this Agreement or any the Payment Agent for distribution to the Non-Dissenting Equityholders (subject to Section 9.6(i)), in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent letter agreementdetermines to be appropriate, except that any payment made under this Section 10.(1)(e) with respect to Vested Company Options or Company RSUs shall be paid to the Surviving Corporation and the Surviving Corporation shall pay such amount (ii) as otherwise determined reduced by the Advisory Groupamount of any Taxes required to be withheld under applicable Legal Requirements with respect to such payments) to the former holder thereof. The Non-Dissenting Equityholders shall not receive interest or other earnings on the Expense Fund Amount and the Non-Dissenting Equityholders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Fund Amount. The Non-Dissenting Equityholders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice and advice. The Securityholders’ Agent shall have no responsibility or liability for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Fund Amount shall be treated as having been received and voluntarily set aside by the Non-Dissenting Equityholders at the time of Closing. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligationsFund Amount. The Indemnifying Holders will not receive any interest on Any portion of the Expense Fund Amount that remains undeliverable or unclaimed after six months of the initial delivery attempt shall promptly be paid to Parent and assign to handled in the Securityholders’ Agent any such interest. Subject to Advisory Group approval, same manner as other unclaimed funds as provided in this Agreement or the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata SharesEscrow Agreement.

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of Parent shall wire to the Adjusted Consideration equal to $25,000 (Securityholders’ Representative the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund Amount shall be held by the Securityholders’ Agent Representative in a segregated client account. Notwithstanding anything to account (the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the “Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(iiFund”) and Section 1.1(d)(iii). The Expense Fund shall be used solely for (i) for the purpose purposes of paying directly or reimbursing the Securityholders’ Agent Representative for any Securityholders’ Agent Representative Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter 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’ Agent 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 other than as a result of its the Securityholders’ Representative’s gross negligence or willful misconduct. The Securityholders’ Agent 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, Fund and has no tax reporting or income distribution obligations. The Indemnifying Holders Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent Representative any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holdersinterest or earnings. As soon as reasonably determined by the Securityholders’ Agent Representative that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent Representative shall distribute any amount remaining in the remaining Expense Fund (if anythe “Expense Fund Proceeds”) to Parent and, promptly following Parent’s receipt of the Paying Expense Fund Proceeds, Parent shall, in its sole discretion, cause the Exchange Agent and/or Acquirerto pay to (i) each Participating Holder an amount in cash or in Parent Shares, as applicableor a combination thereof, for further distribution equal to the Indemnifying Holders in accordance with their respective Pro Rata SharesExpense Fund Payment Amount, and (ii) each Non-Participating Holder, an amount in 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 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 or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any SecurityholdersThe Stockholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii). The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholdersto fund any Stockholders’ Agent for any Securityholders’ Agent Expenses Representative expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory GroupStockholders’ Representative in the performance of its duties and obligations hereunder. The SecurityholdersStockholders’ Agent Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Stockholders’ Expense Fund Amount other than as a result of its willful misconduct, bad faith, gross negligence or willful misconductfraud. The SecurityholdersStockholders’ Agent Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholders’ Expense FundFund Amount, and has no tax reporting or income distribution obligations. The Indemnifying Holders will Company Securityholders are not receive entitled to any interest on the Stockholders’ Expense Fund and assign to the SecurityholdersAmount. The Stockholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent Representative may contribute funds to the Stockholders’ Expense Fund Amount from any consideration otherwise distributable to the Indemnifying HoldersCompany Securityholders. As soon as reasonably determined The Stockholders’ Expense Fund Amount will be held by the SecurityholdersStockholders’ Agent 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 is no longer required to Amount remaining after such date shall be withheld, paid by the SecurityholdersStockholders’ Agent shall distribute the remaining Expense Fund (if any) Representative to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance Company Securityholders, with their respective each receiving its Pro Rata SharesShare 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 Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing or within 1 Business Day after Pro Rata Portion of the Expense Fund Amount shall be withheld from the cash consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a), 1.8(b), and 1.8(c). At the Closing, Subco will Acquiror shall deposit, or cause to be deposited, by wire transfer of immediately available funds, four hundred thousand dollars (or Acquirer will on behalf of Subco$400,000) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time ”) into an account designated by the Securityholder Representative in a written notice delivered to time pursuant Acquiror at least two (2) Business Days prior to this Agreement or any Securityholders’ Agent letter agreement, the Closing Date (the “Expense Fund”) ), and, upon such deposit, Acquiror shall be deemed to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior have contributed to the ClosingExpense 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 by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article Iaccessed, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of and the Expense Fund Amount from shall be used, solely by the portion of Securityholder Representative to pay directly, or reimburse the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i)Securityholder Representative for, Section 1.1(d)(ii) and Section 1.1(d)(iii)any fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Company Related Agreement or any Securityholder Representative engagement agreement. The Expense Fund shall be used (i) treated as received and deposited by the Company Preferred Holders at Closing for the purpose of paying directly or reimbursing the Securityholders’ Agent for Tax purposes and shall not be subject to any Securityholders’ Agent Expenses incurred pursuant to this Agreement lien, attachment, trustee process or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Groupother judicial process of any creditor of any Person. The Securityholders’ Agent 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 Exchange Administrator for further distribution to the Company Preferred Holders in accordance with their respective Closing Pro Rata Portion. The Securityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. The Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense FundFund Amount, and has no tax reporting or income distribution obligations. The Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Sharesobligations hereunder.

Expense Fund. At On the Closing or within 1 Business Day after ClosingDate, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration equal to Parent shall deposit $25,000 250,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time ”) of the Total Cash Consideration otherwise payable to time the Indemnifying Parties pursuant to this Agreement or any Securityholders’ Agent letter agreementSection 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i) into a segregated client account (the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered designated by the Securityholders’ Agent Representative in a written notice delivered to Acquirer Parent at least five (5) days prior to the ClosingClosing Date. Upon deposit of the Expense Fund with the Representative in accordance with the foregoing sentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Expense Fund from 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 Securityholders’ Agent Representative to pay any fees, costs or other Representative Expenses it may incur in a segregated client accountperforming its duties or exercising its rights under this Agreement, any agreement ancillary hereto or the Representative Engagement Agreement. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (The Indemnifying Parties will not receive any interest or Acquirer earnings on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from and irrevocably transfer and assign to the portion of the Adjusted Consideration Representative any ownership right that they may otherwise payable to have had in any such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii)interest or earnings. The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Group. The Securityholders’ Agent Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent 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 Indemnifying Holders Representative will hold these funds separate from its corporate funds, will not receive use these funds for its operating expenses or any interest on other corporate purposes and will not voluntarily make these funds available to its creditors in the Expense Fund and assign to the Securityholders’ Agent any such interestevent of bankruptcy. Subject to Advisory Group approval, the Securityholders’ Agent Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying HoldersParties. As Contemporaneous with or as soon as reasonably determined by practicable following the Securityholders’ Agent that completion of the Representative’s duties, the Representative will deliver the balance of the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Exchange Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata SharesParties. 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 Notwithstanding anything to the Closing or within 1 Business Day after Closingcontrary contained in this Agreement, Subco will (or Acquirer will on behalf an aggregate amount of Subco) cause a portion of the Adjusted Consideration cash equal to $25,000 [***] (the “Expense Fund Amount” and, as it may be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to shall not be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior paid to the Closing. The Expense Fund Company Securityholders at the Effective Time, but shall instead be held by the Securityholders’ Agent withheld in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of accordance with each Indemnifying Holder, withhold such Indemnifying HolderCompany Securityholder’s Closing Pro Rata Share of the Expense Fund Amount from and be deposited by Acquirer with the portion Securityholders’ Agent, which will be used for the satisfaction of the Adjusted Consideration otherwise payable to such Indemnifying Holder any Representative Losses pursuant to Section 1.1(d)(i), Section 1.1(d)(ii9.1(b) and Section 1.1(d)(iii). The Expense Fund shall be used (i) for the purpose of paying directly or reimbursing the Securityholders’ Agent for any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Group. The Company Securityholders’ will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Agent is not 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 its gross negligence or willful misconduct. The Securityholders’ Agent 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. The Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying HoldersCompany 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 shall distribute will deliver any remaining balance of the remaining Expense Fund (if any) to the Paying Exchange Agent and/or Acquirer, as applicable, (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 Indemnifying Holders 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 or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subcoa) cause a portion Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” andAmount from the cash consideration otherwise payable to such Indemnifying Party, as it may and (b) Acquiror shall deposit, or cause to be increased or decreased from time to time pursuant to this Agreement or any Securityholders’ Agent letter agreementdeposited, 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 be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior have contributed to the ClosingExpense 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 Securityholders’ Agent Securityholder Representative in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) account and Section 1.1(d)(iii). The Expense Fund shall be used (i) solely by the Securityholder Representative for the purpose purposes of paying directly or reimbursing the Securityholders’ Agent Securityholder Representative for any Securityholders’ Agent Securityholder Representative Expenses incurred pursuant to it may incur in performing its duties or exercising its rights under this Agreement Agreement, any Related Agreement, or any Securityholders’ Agent letter agreementthe Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Securityholders’ 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 shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. The Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity for Tax purposes in connection with the Expense FundFund Amount, and has no tax Tax reporting or income distribution obligations. The Indemnifying Holders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent any such interestobligations hereunder. Subject to Advisory Group approval, the Securityholders’ Agent Securityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata SharesParties.

Expense Fund. At In furtherance of the Closing foregoing, each Indemnitor authorizes Purchaser to withhold, or within 1 Business Day after cause to be withheld, and deliver to the Sellers’ Representative at Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion of the Adjusted Consideration an aggregate amount equal to $25,000 300,000 (the “Expense Fund Amount” and”) from the amounts otherwise payable by Purchaser to the Indemnitors pursuant to Section 1.4 or Section 1.7, as it may be increased or decreased from time applicable, with each Indemnitor contributing an amount equal to time pursuant to this Agreement or any Securityholders’ Agent letter agreement, the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying HolderIndemnitor’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 portion of the Adjusted Consideration Escrow Fund and otherwise payable distributed to such Indemnifying Holder 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 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii)12.1. The Indemnitors agree that the Expense Fund shall will be used (i) for the purpose purposes of paying directly directly, or reimbursing the SecurityholdersSellers’ Agent for Representative for, any Securityholders’ Agent Expenses fees and expenses incurred in the performance of its duties pursuant to this Agreement or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by and the Advisory GroupTransaction Documents. The SecurityholdersIndemnitors agree that the Sellers’ Agent Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. The SecurityholdersIndemnitors agree that the Sellers’ Agent Representative 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 obligationsobligations with respect to any Indemnitor. The Indemnifying Holders Indemnitors will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the SecurityholdersSellers’ Agent Representative any ownership right that they may otherwise have had in any such interestinterest or earnings. Subject to Advisory Group approval, the SecurityholdersThe Sellers’ Agent may contribute funds to Representative will hold the Expense Fund separate from any consideration otherwise distributable 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 Indemnifying Holdersevent of bankruptcy. As soon as reasonably determined by practicable following the Securityholderscompletion of the Sellers’ Agent that Representative responsibilities, the Sellers’ Representative will deliver the balance of the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders Indemnitors in accordance with their respective Pro Rata Shares. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnitors at the time of the Closing.

Expense Fund. At As soon as reasonably practicable (and in any event within one (1) Business Day) following the Closing or within 1 Business Day after Closing, Subco will Acquiror shall deposit, or cause to be deposited, by wire transfer of immediately available funds, two hundred fifty thousand dollars (or Acquirer will on behalf of Subco$250,000) cause a portion of the Adjusted Consideration equal to $25,000 (the “Expense Fund Amount” and, as it may be increased or decreased from time ”) into a segregated account designated by the Securityholder Representative in a written notice delivered to time pursuant Acquiror at least one (1) Business Day prior to this Agreement or any Securityholders’ Agent letter agreement, the Closing Date (the “Expense Fund”) to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii). The Expense Fund shall be used accessed, and the Expense Fund Amount shall be used, solely by the Securityholder Representative (i1) for the purpose of paying directly to pay any Securityholder Representative Expenses it may incur in performing its duties or reimbursing the Securityholders’ Agent for exercising its rights under this Agreement, any Securityholders’ Agent Expenses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreementRelated Agreement, or the Securityholder Representative Engagement Agreement and (ii2) as otherwise determined directed by the Advisory Group. The Expense Fund shall be treated as received and deposited by the Securityholders at Closing for Tax purposes and be held as a trust fund for the benefit of the 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 Fund (such amount as may be reduced pursuant to Section 10.2, the “Expense Fund Release Amount”) to the Payment Agent on behalf of the Securityholders’ Agent , and who will thereafter distribute the Expense Fund Release Amount, as appropriate, to the 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 aggregate 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 shall have no responsibility or liability 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 negligence, bad faith, fraud or willful misconduct. The Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense FundFund Amount, and has no tax reporting or income distribution obligationsobligations hereunder. The Indemnifying Holders Securityholders will not receive any interest on the Expense Fund and assign to the Securityholders’ Agent Securityholder Representative any such interest. Subject to Advisory Group approval, The Securityholder Representative may direct the Securityholders’ Agent may contribute contribution of funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by Securityholders in accordance with the Securityholders’ Agent that 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 is no longer required to Amount shall be withheld, fully satisfied upon deposit of the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to Amount in the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata SharesExpense Fund.

Expense Fund. At the Closing or within 1 Business Day after Closing, Subco will (or Acquirer will on behalf of Subco) cause a portion In furtherance of the Adjusted Consideration foregoing, each Effective Time Holder hereby authorizes Parent to withhold, or cause to be withheld, an aggregate amount equal to $25,000 300,000 (the “Expense Fund Amount” and, as it may be increased or decreased ”) from time the amounts otherwise payable by Parent to time the Effective Time Holders pursuant to this Agreement Section 1.5(b) or any Securityholders’ Agent letter agreement1.6, the “Expense Fund”) with each Effective Time Holder contributing an amount equal to be deposited with the Securityholders’ Agent pursuant to payment instructions delivered by the Securityholders’ Agent to Acquirer prior to the Closing. The Expense Fund shall be held by the Securityholders’ Agent in a segregated client account. Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Effective Time Holder’s Pro Rata Share of the Expense Fund Amount. Promptly following the Effective Time, Parent shall cause the Payment Agent to deliver to the Securityholders’ Agent an amount in cash equal to the Expense Fund Amount from (such funds being referred to as the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i“Expense Fund”), Section 1.1(d)(ii) provided that the Payment Agent shall have first received an IRS Form W-9 duly executed by the Securityholders’ Agent as the Payment Agent may reasonably request to comply with applicable Legal Requirements, in each case, in form and Section 1.1(d)(iii)substance reasonably satisfactory to the Payment Agent. The Expense Fund shall will be used (i) for the purpose purposes of paying directly directly, or reimbursing the Securityholders’ Agent for for, any fees and expenses incurred in the performance of its duties pursuant to this Agreement. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and hereby irrevocably transfer and assign to the Securityholders’ Agent Expenses incurred pursuant to this Agreement any ownership right that they may otherwise have had in any such interest or any Securityholders’ Agent letter agreement, or (ii) as otherwise determined by the Advisory Groupearnings. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence negligence, bad faith or willful misconduct. The Effective Time Holders agree that the Securityholders’ Agent 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 obligationsobligations with respect to any Effective Time Holder. The Indemnifying Holders Securityholders’ Agent will not receive any interest on hold the Expense Fund separate from its own corporate funds, will not use the Expense Fund for its operating expenses or any other corporate purposes and assign will not voluntarily make the Expense Fund available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Securityholders’ Agent any such interest. Subject to Advisory Group approvalAgent’s responsibilities, the Securityholders’ Agent may contribute funds to will deliver any remaining balance of the Expense Fund from any consideration otherwise distributable to the Indemnifying Holders. As soon as reasonably determined by Payment Agent for further distribution to the Securityholders’ Agent Effective Time Holders in accordance with their Pro Rata Shares; provided that the Expense Fund is no longer required prior to be withheldsuch distribution, the Securityholders’ Agent shall distribute prepare and deliver to Parent a spreadsheet allocating the remaining amount to be released from the Expense Fund (if any) to among the Paying Agent and/or AcquirerEffective Time Holders, as applicable, for further and each distribution to be made from the Indemnifying Holders Expense Fund to a particular Effective Time Holder shall be effected in accordance with their respective Pro Rata Sharesthe payment delivery instructions set forth in such Effective Time Holder’s Letter of Transmittal or such other payment instructions provided in writing to Parent. The Effective Time Holders agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Effective Time Holders at the time of the Closing.