Common use of Expense Fund Clause in Contracts

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

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

Expense Fund. The At the Closing, Parent shall wire to the Securityholders’ Agent (for itself and its Representatives and Affiliates) Representative the Expense Fund Amount. The Expense Fund Amount shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred held by the Securityholders’ Agent Representative in such capacity a segregated account (the “Expense Fund”) and shall be used solely for (i) the purposes of paying directly 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 reimbursing the Securityholders’ Agent Representative for any Representative Expenses incurred pursuant to this Agreement or (except ii) paying directly, or reimbursing the Securityholders’ Representative for, any third party expenses pursuant to this Agreement and the Ancillary Agreements. The Securityholders’ Representative is not providing any investment supervision, recommendations or advice to any Company Securityholder and shall have no responsibility or liability to any Company Securityholder for those arising out any loss of principal of the Expense Fund other than as a result of the Securityholders’ AgentRepresentative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent Representative will hold the Expense Amount these funds separate from its corporate person funds, will not use these funds for any personal purposes, and will not voluntarily make it these funds available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability for any loss of principal of the Expense Amount other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund and has no tax reporting or income distribution obligations hereunderobligations. The Effective Time Holders acknowledge that Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent shall not be Representative any such interest or earnings. As soon as reasonably determined by the Securityholders’ Representative that the Expense Fund is no longer required to expend or risk its own funds or otherwise incur be withheld, the Securityholders’ Representative shall distribute any financial liability amount remaining in the exercise Expense Fund (the “Expense Fund Proceeds”) to Parent and, promptly following Parent’s receipt of the Expense Fund Proceeds, Parent shall, in its sole discretion, cause the Exchange Agent to pay to (i) each Participating Holder an amount in cash or performance in Parent Shares, or a combination thereof, equal to their respective Expense 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 any 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 its powersthe 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, rights, duties or privileges or administration the Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of its dutiesClosing.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) At the Closing, the Company shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent deposit cash in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and Fund Amount into an account designated by the Payment Agent Stockholder Representative (the “Expense Fund”). Such amount 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 fundsbe deemed a Third Party Expense. The Expense Amount Fund shall be retained and used to fund any expenses incurred by the Securityholders’ Agent Stockholder Representative in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the hereunder. The Expense Amount shall Fund will be paid held by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at Stockholder Representative until such time as the Securityholders’ Agent determines Stockholder Representative determines, in its sole discretion discretion, that the Company Stockholders shall have no further expenses to be appropriateincurred in connection with the Transactions. In addition, following exhaustion The Expense Fund shall be held by the Stockholder Representative as agent and for the benefit of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder Company Stockholders in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Sharesa segregated client bank account. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent Stockholder Representative will hold the Expense Amount these funds separate from its corporate personal funds, will not use these funds for its operating expenses or any other personal purposes and will not voluntarily make it these funds available to its creditors in the event of bankruptcy. The Effective Time Holders Company Stockholders shall not receive interest or other earnings on the Expense Fund and the Expense Fund shall be deposited into a non-interest bearing account. The Company Stockholders acknowledge that the Securityholders’ Agent Stockholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent Stockholder Representative shall have no responsibility or liability for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence or willful misconduct. At such time as the Stockholder Representative determines to release the Expense Fund, the Stockholder Representative shall deliver the balance of the Expense Fund to Parent or the Exchange Agent for distribution to the Company Stockholders, with each Company Stockholder receiving its allocation of such balance in accordance with this Agreement as follows: (i) if the Aggregate Company Preferred Stock Preference Amount has not yet been satisfied, as additional Preferred Consideration pursuant to clause (i) of the definition thereof, with such changes as are necessary to reflect that such payment shall be made in the form of cash, and (ii) if the Aggregate Company Preferred Stock Preference Amount has been satisfied, as additional Common Consideration, with such changes as are necessary to reflect that such payment shall be made in the form of cash (provided, for the avoidance of doubt, that in no event shall the holders of Company Preferred Stock receive in the aggregate an amount of Aggregate Consideration in excess of the Aggregate Company Preferred Stock Preference Amount pursuant to this sentence). For tax applicable Tax purposes, the Expense Amount Fund shall be treated as having been received and voluntarily voluntary set aside by the Effective Time Holders Company Stockholders at the Effective Time. The parties agree that time of the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesClosing.

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

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

Expense Fund. The Securityholders’ Agent Notwithstanding anything to the contrary contained in this Agreement, an aggregate amount of cash equal to $[***] (for itself and its Representatives and Affiliatesthe “Expense Fund”) shall not be entitled paid to full reimbursement from the Company Securityholders at the Effective Time Holders for all reasonable expensesTime, disbursements but shall instead be withheld in accordance with each Company Securityholder’s Closing Pro Rata Share of the Expense Fund and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred be deposited 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 Acquirer 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 , which will be used for the satisfaction of any Representative Losses pursuant to Section 9.1(b) or willful misconduct), including as otherwise determined by the costs and expenses of investigation and defense of claims (the “Advisory Group. The Company Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall will not receive any interest or other earnings on the Expense Amount Fund and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest that may accrue on the Expense Amountor earnings. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent advice and shall have no responsibility or liability for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund and has no tax reporting or income distribution obligations hereunderobligations. The Effective Time Holders acknowledge that Subject to Advisory Group approval, the Securityholders’ Agent shall may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Securityholders. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not be 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 expend be withheld, the Securityholders’ Agent will deliver any remaining balance of the Expense Fund to the Exchange Agent (or risk its own funds the Acquirer or otherwise incur the Surviving Corporation with respect to any financial liability portion of the Expense Fund payable in respect of Employee Options) for further distribution to the exercise or performance 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 any of its powers, rights, duties or privileges or administration of its dutiesClosing.

Expense Fund. The Securityholders’ Agent (for itself At the Closing, Parent shall retain and its Representatives and Affiliates) shall be entitled hold back an amount in cash equal to full reimbursement each Stockholder’s Pro Rata Portion of the Expense Fund Amount from the Effective Time Holders for all reasonable expensescash consideration otherwise payable to such Person pursuant to Section 1.3(b). At or promptly after the Closing, disbursements and advances (including fees and disbursements of its counselParent shall deposit, experts and other agents and consultants) incurred or cause to be deposited, with the Stockholder Representative the Expense Fund Amount into an account designated by the Securityholders’ Agent Stockholder Representative in such capacity a written notice delivered to Parent at least five (or any of its Representatives or Affiliates in connection therewith), and 5) Business Days prior 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 Closing Date (the “Securityholders’ Agent ExpensesExpense Fund”), from the Effective Time Holdersand, including from funds paid upon such deposit, Parent shall be deemed to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal 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 accessed, and the Payment 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 benefit of the Stockholders and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any Person. The 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 shall promptlyor other Person, if so designated by Parent, on their behalf, and in any event within three Business Days following the Effective Time, pay who will thereafter distribute the Expense Fund Release Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, Stockholders) in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata SharesPortions. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent Stockholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund Amount, and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.

Expense Fund. The Securityholders’ Agent On the Closing Date, Parent shall deposit twenty five thousand dollars (for itself and its Representatives and Affiliates$25,000) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent ExpensesExpense Fund Amount”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it ) in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance cash 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 Total Cash Consideration otherwise payable to each Effective Time Holder and distribute the Indemnifying Parties pursuant to Section 1.6(b)(i) into a segregated client account (the “Expense Fund”) designated by the Shareholder Representative in a written notice delivered to Purchaser at least five (5) days prior 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 fundsClosing Date. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion Upon deposit of the Expense Amount, each Effective Time Holder hereby authorizes Fund with the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder Shareholder Representative in accordance with the Escrow Agreement an amount equal 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 Effective Time Holder’s Indemnifying Party pursuant to Section 1.6(b)(i), and contributed on behalf of such Indemnifying Party its Pro Rata Share Portion of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount Fund to the Shareholder Representative. The Expense Fund is established solely to be used by the Shareholder Representative to pay any fees, costs or the Escrow Fundother expenses it may incur in performing its duties or exercising its rights under this Agreement, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Sharesagreement ancillary hereto or any Shareholder Representative engagement agreement. The Effective Time Holders shall Indemnifying Parties will not receive any interest or other earnings on the Expense Amount Fund and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent Shareholder Representative any ownership right that they may otherwise have had in any such interest that may accrue on the Expense Amountor earnings. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and Shareholder Representative will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability be liable for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence or willful misconduct. The Shareholder 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. 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 to the Exchange Agent for further distribution to the Indemnifying Parties. For tax Tax purposes, the Expense Amount shall Fund will be treated as having been received and voluntarily set aside by the Effective Time Holders each Indemnifying Party at the Effective Time. The parties agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance time of any of its powers, rights, duties or privileges or administration of its dutiesClosing.

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

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from At the Effective Time Holders for all reasonable expensesTime, disbursements and advances (including fees and disbursements by virtue of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith)Merger, and to full indemnification against without any lossaction on the part of Acquiror, liability or expensesMerger Sub, claimthe Company, 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 the Company 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 directionSecurityholder Representative, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to each Company Preferred Holder’s Closing Pro Rata Portion of the Expense AmountFund 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 Payment Agent Closing, Acquiror shall promptlydeposit, and in any event within three Business Days following the Effective Timeor cause to be deposited, pay the Expense Amount to the Securityholders’ Agent in by wire transfer of immediately available funds. The , four hundred thousand dollars ($400,000) (the “Expense Amount Fund Amount”) into an account designated by the Securityholder 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 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 deemed to have contributed to the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time HoldersFund, in accordance with their respective Pro Rata Shareson behalf of each Company Preferred Holder, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Company Preferred Holder’s Closing Pro Rata Share Portion of the Expense Fund Amount. The Expense Fund shall be accessed, and the Expense Fund Amount shall be used, solely by the Securityholder Representative to pay directly, or reimburse the Securityholder Representative for, 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 treated as received and deposited by the Company Preferred Holders at Closing for Tax purposes and shall not be subject to any lien, attachment, trustee process or any other judicial process of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, creditor of any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata SharesPerson. The Effective Time Company Preferred Holders shall will not receive any interest or other earnings on the Expense Amount Fund and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent Securityholder Representative any ownership right that they may otherwise have had in any such interest that may accrue on or earnings. Upon conclusion of the Securityholder Representative’s duties 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 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 Securityholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund Amount, and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) On the Closing Date, Parent shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims deposit $250,000 (the “Securityholders’ Agent ExpensesExpense Fund Amount”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance ) of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Total Cash Consideration otherwise payable to each Effective Time Holder the Indemnifying Parties pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and distribute Section 1.6(e)(i) into a segregated client account (the “Expense Fund”) designated by the Representative in a written notice delivered to Parent at least five (5) days prior 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 fundsClosing Date. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion Upon deposit of the Expense Amount, each Effective Time Holder hereby authorizes Fund with the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder Representative in accordance with the Escrow Agreement an amount equal 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 Effective Time Holder’s 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 Share Portion of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount Fund to the Representative. The Expense Fund is established solely to be used by the Representative to pay any fees, costs or other Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any agreement ancillary hereto or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata SharesRepresentative Engagement Agreement. The Effective Time Holders shall Indemnifying Parties will not receive any interest or other earnings on the Expense Amount Fund and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent Representative any ownership right that they may otherwise have had in any such interest that may accrue on the Expense Amountor earnings. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund, and has no tax reporting or income distribution obligations hereunderobligations. The Effective Time Holders acknowledge that the Securityholders’ Agent shall Representative will hold these funds separate from its corporate funds, will not be required use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to expend or risk its own funds or otherwise incur any financial liability creditors in the exercise event of bankruptcy. Subject to Advisory Group approval, the Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnifying Parties. Contemporaneous with or performance as soon as practicable following the completion of any the Representative’s duties, the Representative will deliver the balance of its powersthe Expense Fund to the Exchange Agent for further distribution to the Indemnifying Parties. For Tax purposes, rights, duties or privileges or administration the Expense Fund will be treated as having been received and voluntarily set aside by each Indemnifying Party at the time of its dutiesClosing.

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

Expense Fund. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, 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 Securityholders’ Agent (for itself and its Representatives and Affiliates) Expense Funds shall be entitled to full reimbursement from accessed, and the Effective Time Holders for all reasonable expensesExpense Fund Amount shall be used, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred solely by the Securityholders’ Agent Securityholder Representative: (i) to pay reasonable and documented out-of-pocket costs, fees, and expenses it may incur in such capacity 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 the 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 any lien, attachment, trustee process or any other judicial process 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 creditor 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 any Person. Upon conclusion of the Securityholders’ AgentSecurityholder Representative’s gross negligence or willful misconduct)duties hereunder, including the costs and expenses of investigation and defense of claims Securityholder Representative shall deliver any amounts then remaining in the Expense Funds (the “Securityholders’ Agent ExpensesExpense Fund Release Amount”), from the Effective Time Holders, including from funds paid ) to the Company Securityholders’ Agent under this Agreement and/or otherwise received by it , in its capacity each case, as Securityholders’ Agent, or funds to be distributed of immediately prior to the Effective Time Holders under this Agreement at its direction, pursuant to (or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant Paying Agent for further distribution to Sections 1.5 and 1.6(asuch Company Securityholders or to the Surviving Corporation or its payroll provider for further payment to such withholding Company Securityholders), with the Payment Agent to withhold from the Merger Consideration otherwise which amount shall be payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, such Company Securityholder in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion aggregate Per Share Portion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Release 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 Securityholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable 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. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Amount and has shall have no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that Company Securityholders will not receive any interest on the Expense Funds and assign to the Securityholder Representative any such interest. Subject to Advisory Group approval, the Securityholder Representative may contribute funds to the Expense Funds from any consideration otherwise distributable to the Company Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutieson a pro rata basis.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid Notwithstanding anything to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agentcontrary set forth herein, or funds to be distributed to at the Effective Time Holders under this Agreement at its directionClosing, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to Buyer shall withhold from the Merger Consideration cash amount otherwise payable to each Effective Time Holder and distribute Company Securityholder pursuant to the Securityholders’ Agent an amount equal to the Expense AmountSection 2.6(b), and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at Section 2.6(c) and/or Section 2.6(d)(i) such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time HolderCompany Securityholder’s Pro Rata Share of any amounts the Expense Fund and will wire to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(eRepresentative $150,000 (the “Expense Fund”). If not recovered from , which will be held by the Expense Amount Securityholders’ Representative as agent and for the benefit of the Company Securityholders in a segregated client account and which will be used: (i) for the purposes of paying directly, or reimbursing the Escrow FundSecurityholders’ Representative for, any Securityholders’ Agent Expenses shall be recovered directly from Representative Expenses, as defined herein, pursuant to this Agreement, the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest Escrow Agreement or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on Representative Engagement Agreement or (ii) as otherwise determined by the Expense AmountAdvisory Group. The Securityholders’ Agent Representative will hold the Expense Amount Fund 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 Company Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent 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. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence 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 Amount shall Fund will be treated as having been received and voluntarily set aside by the Effective Time Holders Company Securityholders at the Effective TimeClosing. The parties agree that the Securityholders’ Agent Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund, and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that the Securityholders’ Agent shall not be hereunder except as required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesby applicable Law.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby Indemnitor authorizes Purchaser to withhold, or cause to be withheld, and deliver to the Payment Agent Sellers’ Representative at Closing, an aggregate amount equal to withhold $300,000 (the “Expense Amount Fund Amount”) from the amounts otherwise payable by the Payment Agent Purchaser to the Effective Time Holders Indemnitors pursuant to Sections 1.5 and 1.6(a)Section 1.4 or Section 1.7, as applicable, with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent Indemnitor contributing an amount equal to such Indemnitor’s Pro Rata Share of the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Fund Amount (such funds being referred to the Securityholders’ Agent in immediately available funds. The Expense Amount shall be retained and used by the Securityholders’ Agent in connection with the performance of its duties and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by the Securityholders’ Agent to the Payment Agent for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate“Expense Fund”). In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby Indemnitor authorizes the SecurityholdersSellers’ Agent Representative to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and otherwise distributed to such Effective Time Holder Indemnitor in accordance with the Escrow Agreement Section 11.6, an amount equal to such Effective Time HolderIndemnitor’s Pro Rata Share of any amounts to which the SecurityholdersSellers’ Agent Representative is entitled pursuant to this Section 10.1(e)12.1. If not recovered from The Indemnitors agree that the Expense Amount Fund will be used for the purposes of paying directly, or reimbursing the Escrow FundSellers’ Representative for, any Securityholders’ Agent Expenses shall be recovered directly from fees and expenses incurred in the Effective Time Holders according performance of its duties pursuant to their Pro Rata Sharesthis Agreement and the Transaction Documents. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge Indemnitors agree that the SecurityholdersSellers’ Agent Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence negligence, bad faith, fraud or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties Indemnitors agree that the SecurityholdersSellers’ Agent Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund and has no tax reporting or income distribution obligations hereunderwith respect to any Indemnitor. The Effective Time Holders acknowledge 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 hold the Securityholders’ Agent shall not be required to expend or risk Expense Fund separate from its own funds or otherwise incur any financial liability 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 exercise or performance event of any bankruptcy. As soon as practicable following the completion of its powersthe Sellers’ Representative responsibilities, rightsthe Sellers’ Representative will deliver the balance of the Expense Fund to the Paying Agent for further distribution to the Indemnitors in accordance with their respective Pro Rata Shares. For tax purposes, duties or privileges or administration the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnitors at the time of its dutiesthe Closing.

Expense Fund. The Securityholders’ Agent (for itself and its Representatives and AffiliatesIn accordance with ‎Section 2.7(c) on the Closing Date, Company shall be entitled wire cash to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out account of the Securityholders’ Agent’s gross negligence or willful misconduct), including Equityholder Representative in the costs and expenses amount of investigation and defense of claims [$100,000] (the “Securityholders’ Agent ExpensesExpense Fund Amount”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three Business Days following the Effective Time, pay the Expense Amount to the Securityholders’ Agent in immediately available funds. The Expense Fund Amount shall be retained and used held by the Securityholders’ Agent Equityholder Representative as agent and for the benefit of the Equityholders in connection with the performance of its duties a segregated client account and obligations under this Agreement and the Escrow Agreement, and any unused amounts remaining from the Expense Amount shall be paid by used for the Securityholders’ Agent to purposes of paying directly or reimbursing the Payment Agent Equityholder Representative for distribution to the Effective Time Holders, in accordance with their respective Pro Rata Shares, at such time as the Securityholders’ Agent determines in its sole discretion to be appropriate. In addition, following exhaustion any expenses or Damages of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled Equityholder Representative incurred pursuant to this Section 10.1(eAgreement, the Escrow and Paying Agent Agreement or the Equityholder Representative Engagement Agreement (the “Expense Fund”). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses shall be recovered directly from the Effective Time Holders according to their Pro Rata Shares. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent Equityholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent advice and shall have no responsibility or liability for any loss of principal of the Expense Amount Fund other than as a result of its gross negligence fraud or willful misconduct. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund, and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge Equityholders will not receive any interest on the Expense Fund and assign to the Equityholder Representative any such interest. 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 Securityholders’ Agent shall not be Expense Fund is no longer required to expend or risk its own be withheld, and in any event not later than the date on which all funds or otherwise incur any financial liability are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fund, if any, to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equityholders based on their respective Indemnifying Pro Rata Shares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesIndemnity Escrow Account.

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

Expense Fund. The Securityholders’ Agent As soon as reasonably practicable (for itself and its Representatives and Affiliates) shall be entitled to full reimbursement from the Effective Time Holders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholders’ Agent in such capacity (or any of its Representatives or Affiliates in connection therewith), and to full indemnification against any loss, liability or expenses, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) arising out of actions taken or omitted to be taken in its capacity as Securityholders’ Agent (except for those arising out of the Securityholders’ Agent’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims (the “Securityholders’ Agent Expenses”), from the Effective Time Holders, including from funds paid to the Securityholders’ Agent under this Agreement and/or otherwise received by it in its capacity as Securityholders’ Agent, or funds to be distributed to the Effective Time Holders under this Agreement at its direction, pursuant to or in connection with this Agreement (including under the Escrow Agreement). In furtherance of the foregoing, each Effective Time Holder hereby authorizes the Payment Agent to withhold the Expense Amount from the amounts otherwise payable by the Payment Agent to the Effective Time Holders pursuant to Sections 1.5 and 1.6(a), with the Payment Agent to withhold from the Merger Consideration otherwise payable to each Effective Time Holder and distribute to the Securityholders’ Agent an amount equal to the Expense Amount, and the Payment Agent shall promptly, and in any event within three one (1) Business Days Day) following the Effective TimeClosing, pay the Expense Amount Acquiror shall deposit, or cause to the Securityholders’ Agent in be deposited, by wire transfer of immediately available funds, two hundred fifty thousand dollars ($250,000) (the “Expense Fund Amount”) into a segregated account designated by the Securityholder Representative in a written notice delivered to Acquiror at least one (1) Business Day prior to the Closing Date (the “Expense Fund”). The Expense Fund shall be accessed, and the Expense Fund Amount shall be retained and used used, solely by the Securityholders’ Agent Securityholder Representative (1) to pay any Securityholder Representative Expenses it may incur in connection with the performance of performing its duties and obligations or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement and (2) as otherwise directed by the Escrow AgreementAdvisory 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, and attachment, trustee process or any unused 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 from in the Expense Amount shall Fund (such amount as may be paid by reduced pursuant to Section 10.2, the Securityholders’ Agent “Expense Fund Release Amount”) to the Payment Agent on behalf of the Securityholders, 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 the Effective Time Holderssuch Withholding Securityholders, in each case, in accordance with their respective Pro Rata Sharesaggregate Per Share Expense Fund Release Amount. Notwithstanding anything herein to the contrary, at such time as the Securityholders’ Agent determines in its sole discretion aggregate amount of cash to be appropriate. In addition, following exhaustion of the Expense Amount, each Effective Time Holder hereby authorizes the Securityholders’ Agent distributed at any particular time to instruct the Escrow Agent to deduct from any amounts to be released from the Escrow Fund and distributed to such Effective Time Holder Securityholder in accordance with the Escrow Agreement an amount equal to such Effective Time Holder’s Pro Rata Share of any amounts to which the Securityholders’ Agent is entitled pursuant to this Section 10.1(e). If not recovered from the Expense Amount or the Escrow Fund, any Securityholders’ Agent Expenses 2.3(d)(iii) shall be recovered directly from rounded down to the Effective Time Holders according to their Pro Rata Sharesnearest whole cent. The Effective Time Holders shall not receive interest or other earnings on the Expense Amount and the Effective Time Holders irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may have in any interest that may accrue on the Expense Amount. The Securityholders’ Agent will hold the Expense Amount separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Effective Time Holders acknowledge that the Securityholders’ Agent Securityholder Representative is not providing any investment supervision, recommendations or advice. The Securityholders’ Agent shall have no responsibility or liability advice and will not be liable 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. For tax purposes, the Expense Amount shall be treated as having been received and voluntarily set aside by the Effective Time Holders at the Effective Time. The parties agree that the Securityholders’ Agent Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Amount Fund Amount, and has no tax reporting or income distribution obligations hereunder. The Effective Time Holders acknowledge that Securityholders will not receive any interest on the Securityholders’ Agent Expense Fund and assign to the Securityholder Representative any such interest. The Securityholder Representative may direct the contribution of funds to the Expense Fund from any consideration otherwise distributable to the Securityholders in accordance with the terms of this Agreement, and, notwithstanding anything herein to the contrary, Acquiror’s obligations to make payment of all or any portion of the Expense Fund Amount shall not be required to expend or risk its own funds or otherwise incur any financial liability fully satisfied upon deposit of the Expense Fund Amount in the exercise or performance of any of its powers, rights, duties or privileges or administration of its dutiesExpense Fund.