Common use of Expense Sharing Clause in Contracts

Expense Sharing. 2.9.1 Upon consummation of the Transactions and from time to time thereafter, the Surviving Company shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliates. 2.9.4 The obligations pursuant to this Section 2.9 shall remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1.

Expense Sharing. 2.9.1 Upon consummation of 1.9.1 In the Transactions and from time to time thereafterevent the Merger is consummated, Parent or the Surviving Company shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, will bear all of their out-of-pocket costs and expenses incurred in connection with by Parent, Merger Sub and jointly by all the Transactions (“Consortium Transaction Expenses”)Investors, including, without limitation, (ai) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (iincluding, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Cxxxxxx Dxxx & Pxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Advisors, but excluding any fees, expenses and disbursements Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor Advisors unless such in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks lawyers, accountants, financial advisors, consultants and other financing sources advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (“Financing Banks”or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and their advisors in connection with provision Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of debt financing (including its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs fees and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated prior to and the Closing (and Section 2.9.3 does Merger is not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure consummated as a result of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or his, her or its Affiliates)such Investors’ respective Equity Commitment Letters, then the such breaching Investor or Investors shall (A) be responsible to pay the full amount of for (i) all the Consortium Transaction Expenses Costs, (ii) any payment obligations of Parent and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to under Section 8.06(b8.2(c) of the Merger Agreement, or any Expenses paid by Merger Sub guarantee of either of the foregoing pursuant to Section 8.06(cthe Limited Guarantees and (iii) of the Merger Agreement, any other costs damages or losses payable to the Company; and expenses paid by Merger Sub pursuant to Section 8.06(f(B) of reimburse the Merger Agreement, and all of Closing Investors for their other out-of-pocket costs respective fees and expenses (including any amounts payable by other than the Guarantors in respect of the GuaranteesConsortium Costs) incurred in connection with the TransactionsTransaction. Notwithstanding the foregoing, including no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the reasonable fees, expenses and disbursements termination of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such nonNon-breaching Investor and its AffiliatesConsenting Investor’s participation in the Transaction. 2.9.4 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations pursuant to under this Section 2.9 1.9 shall remain in full force and effect exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1Agreement.

Expense Sharing. 2.9.1 Upon consummation of 1.9.1 In the Transactions and from time to time thereafterevent the Merger is consummated, Parent or the Surviving Company shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, will bear all of their out-of-pocket costs and expenses incurred in connection with by Parent, Merger Sub and jointly by all the Transactions (“Consortium Transaction Expenses”)Investors, including, without limitation, (ai) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, financial advisors, consultants and other advisors that have been retained by Parent, Merger Sub or jointly by all the Investors (iincluding, for the avoidance of doubt, Xxxxxxxx & Xxxxx International LLP, Xxxxxxx Xxxx & Xxxxxxx, CITIC Securities Co., Ltd and any advisor of an Investor whose appointment and expenses are agreed to in writing in advance by all the Investors), and (ii) any fees related to the Merger incurred by Parent and Merger Sub (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Advisors, but excluding any fees, expenses and disbursements Costs shall include indemnities actually paid or payable to the lawyers, accountants, consultants, financial advisors, and other advisors who have been engaged by Parent, Merger Sub or jointly by all the Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by all the Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor Advisors unless such in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks lawyers, accountants, financial advisors, consultants and other financing sources advisors that may have been separately retained by such Investor. 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (“Financing Banks”or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) on pro rata basis according to the amount of their Commitments. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and their advisors in connection with provision Non-Consenting Investor) agrees that it will be responsible for its/his proportionate share (determined by reference to the amount of debt financing (including its/his Commitment to the aggregate of Commitments of the Investors) of the Consortium Costs, and any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs fees and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated prior to and the Closing (and Section 2.9.3 does Merger is not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure consummated as a result of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (of such Investors’ respective obligations under this Agreement, or, if applicable, the Support Agreement or his, her or its Affiliates)such Investors’ respective Equity Commitment Letters, then the such breaching Investor or Investors shall (A) be responsible to pay the full amount of for (i) all the Consortium Transaction Expenses Costs, (ii) any payment obligations of Parent and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to under Section 8.06(b8.2(c) of the Merger Agreement, or any Expenses paid by Merger Sub guarantee of either of the foregoing pursuant to Section 8.06(cthe Limited Guarantees and (iii) of the Merger Agreement, any other costs damages or losses payable to the Company; and expenses paid by Merger Sub pursuant to Section 8.06(f(B) of reimburse the Merger Agreement, and all of Closing Investors for their other out-of-pocket costs respective fees and expenses (including any amounts payable by other than the Guarantors in respect of the GuaranteesConsortium Costs) incurred in connection with the TransactionsTransaction. Notwithstanding the foregoing, including no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the reasonable fees, expenses and disbursements termination of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such nonNon-breaching Investor and its AffiliatesConsenting Investor’s participation in the Transaction. 2.9.4 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations pursuant to under this Section 2.9 1.9 shall remain in full force and effect exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1Agreement.

Expense Sharing. 2.9.1 Upon consummation 1.9.1 In the event the Merger is consummated, Holdco or Parent will bear all out-of pocket expenses incurred by Holdco, Parent, Midco and Merger Sub, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Midco or Merger Sub (including, for the avoidance of doubt, Kxxxxxxx & Exxxx International LLP, Huatai United Securities, KPMG and Fangda Partners) and (ii) any fees related to the Merger (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, (i) the Consortium Costs shall include indemnities actually paid or payable to the debt financing sources, lawyers, accountants, consultants, and other advisors who have been engaged by Holdco, Parent, Midco and/or Merger Sub with respect to the Merger and (ii) each of the Transactions and from time to time thereafter, the Surviving Company Investors shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, be responsible for all of their its out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”)Merger, including, without limitation, (a) the reasonable including fees, expenses and disbursements of (i) financing sources, lawyers, accountants, consultants and other advisors who were retained by each such Investor. 1.9.2 In the Consortium Advisors, but excluding any fees, expenses and disbursements payable event of a termination of the Merger Agreement in which a Company Termination Fee is paid to any of the Parent Parties, the Parent Parties shall first pay all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the Investors in accordance with Section 1.8 hereof. 1.9.3 In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to any of the Parent Parties, each Investor Advisors unless such feesagrees that it will be responsible for its or his proportionate share (determined by reference to the amount of its Commitment to the aggregate Commitments of the Investors) of Consortium Costs, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs fees and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If Consortium Costs will be borne by such Investor; provided that if the Merger Agreement is terminated prior and the Merger is not consummated due to the action or inaction of the Failing Investors or the Terminated Defaulting Investors, such Failing Investors and Terminated Defaulting Investors shall reimburse the Closing Investors for (and Section 2.9.3 does not applyi) all Consortium Costs incurred by the Closing Investor(s), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure (ii) any payment obligations of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Parent Parties under Section 8.06(b8.2(c) of the Merger Agreement, or any Expenses paid by Merger Sub guarantee of the foregoing pursuant to Section 8.06(cthe Limited Guarantees and (iii) any other damages or losses payable to the Company. Each Failing Investor or Terminated Defaulting Investor’s portion of the Merger Agreementtotal obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors and Terminated Defaulting Investors hereunder multiplied by (b) a fraction of which the numerator is such Failing Investor’s (or Terminated Defaulting Investor’s) Commitment, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreementas applicable, and the denominator is the sum of all Failing Investors and Terminated Defaulting Investors’ Commitments. Notwithstanding the foregoing, no Non-Consenting Investor or Terminated Defaulting Investor shall be responsible for Consortium Costs incurred after the termination of their other outsuch Non-of-pocket costs and expenses (including any amounts payable by Consenting Investor’s participation in the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliatestransaction. 2.9.4 1.9.4 Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations pursuant to under this Section 2.9 1.9 shall remain in full force and effect exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1Agreement, provided that such fees, expenses or liabilities are not paid by Holdco or Parent.

Expense Sharing. 2.9.1 Upon consummation of the Transactions and from time to time thereafter, Parent shall or shall cause the Surviving Company shall to reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors Investors, and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger SubParent, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 below does not apply), the EC Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Equity Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any the Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching then, subject to Section 2.3.2(iv)(2), such Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger SubParent, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Parent Termination Fee paid by Merger Sub Parent pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub Parent pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub Parent pursuant to Section 8.06(f) of the Merger Agreement, any payment obligations of Parent pursuant to Section 6.07(e) of the Merger Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliates. 2.9.4 The obligations ; provided, however, that if the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach by Internet Opportunity of this Agreement or its Equity Commitment Letter, Internet Opportunity shall, in no event, be liable pursuant to this Section 2.9 shall remain 2.9.3 to pay an amount in full force and effect whether or not excess of its Liability Pro Rata Portion of the Merger amount that would have otherwise been payable by Internet Opportunity pursuant to this Section 2.9.3. “Liability Pro Rata Portion” means, with respect to Internet Opportunity, a fraction, the numerator of which is consummatedthe Equity Commitment of Internet Opportunity, and shall survive the termination denominator of which is the other terms aggregate Equity Commitments of this Agreement in accordance with Section 3.1Internet Opportunity and the Sponsor Investors (or their respective Affiliates that are EC Investors).

Expense Sharing. 2.9.1 Upon consummation 1.10.1 In the event the Merger is consummated, Holdco, Parent or the Company will bear all out-of pocket expenses incurred by Holdco, Parent, Merger Sub and the Transactions and from time to time thereafter, Investors as a consortium (other than the Surviving Company shall reimburse the Failing Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction ExpensesConsortium”), including, without limitation, (ai) the reasonable and documented fees, expenses and disbursements of financing sources, lawyers, accountants, consultants and other advisors that may have been retained by Holdco, Parent, Merger Sub, the Consortium, Dream Data Services Limited (ior its Affiliates) the Consortium Advisorsor THL A19 Limited (or its Affiliates), but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks fees related to the Merger (all such fees and expenses other than any excessive amount disallowed under clause (i) above, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the debt financing sources, lawyers, accountants, consultants, and other financing sources advisors who have been engaged with respect to the Merger, and Xxxxxxxx & Xxxxx, Xxx Kun Law Office, China Renaissance Securities (“Financing Banks”Hong Kong) Limited and PricewaterhouseCoopers are advisors retained by the Consortium with respect to the Merger. 1.10.2 In the event of a termination of the Merger Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay or cause to be paid all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the applicable Investors in accordance with Section 1.9 hereof. 1.10.3 In the event of a termination of the Merger Agreement in which no Company Termination Fee is paid to Parent, each Investor agrees that each Equity Investor will be responsible for its, his or her proportionate share (determined by reference to the amount of its/his/her Equity Commitment to the aggregate of Equity Commitments of the Equity Investors) of Consortium Costs; provided that if the Merger Agreement is terminated and the Merger is not consummated due to the action or inaction of one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors for (i) all Consortium Costs incurred by the Closing Investor(s), (ii) any payment obligations of Parent and/or Merger Sub under Sections 8.2(c) and their advisors in connection with provision 8.2(d) of debt financing (including the Merger Agreement, or any Alternative Financing) guarantee pursuant to support the Transactions (the “Debt Financing”) Limited Guarantees and (biii) out-of-pocket costs any other damages or losses of the Company; provided further that any fees and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or Consortium Costs will be borne by such Investor. Each Failing Investor’s portion of the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from total obligations hereunder shall be the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior amount equal to the Closing product of (a) the amounts due from all Failing Investors hereunder multiplied by (b) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and Section 2.9.3 does not apply)the denominator is the sum of all Failing Investors’ Commitments. Notwithstanding the foregoing, the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching no Non-Consenting Investor or Investors shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the transaction. 1.10.4 Prior to pay the full amount making any payment of the Consortium Transaction Expenses and reimburse Merger SubCosts hereunder, each non-breaching Investor shall be entitled to receive and the Affiliates review reasonable documentation of such non-breaching Investor (other than the Company fees and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliatesexpenses. 2.9.4 1.10.5 The obligations pursuant to under this Section 2.9 1.10 shall remain in full force and effect exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1Agreement.

Expense Sharing. 2.9.1 (a) Upon consummation of the Transactions and from time to time thereafter, Parent shall cause the Surviving Company shall to reimburse the Investors, the EC Investors and the Guarantors Parties for, or pay on behalf of such personsthe Parties, as the case may be, all of their and their Affiliates’ out-of-pocket costs and expenses incurred in connection with the Transactions (the “Consortium Transaction Expenses”), including, without limitation, (ai) the reasonable fees, expenses and disbursements of (i) the Consortium AdvisorsAdvisors and the Investor Advisors listed in Exhibit C hereto, but excluding any fees, expenses and disbursements payable to any other Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors in writing, and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Parent, Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 (b) If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 2.8(c) does not apply), the Investors agree to share Sponsor shall pay in a timely manner all of the Consortium Transaction Expenses and the Parent Termination Fee to be paid by the Parent pursuant to Section 9.02 of the Merger Agreement (if any). Notwithstanding the foregoing, the fees, expenses and disbursements of any Investor Advisors to any Investor other than the Founder and the out-of-pocket costs and expenses incurred in connection with any due diligence investigation conducted by any Investor other than the Transactions in proportion Founder with respect to the aggregate monetary value of their Company, including any fees, expenses and their Affiliates’ respective Commitmentsdisbursements payable to any Investor Advisors retained for such purposes, shall be borne solely by the applicable Investor retaining such Investor Advisors. 2.9.3 (c) If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any the Support Agreement or any the Equity Commitment Letter by one or more Investors (or his, her or its Affiliates)Investors, then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger SubParent, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Parent Termination Fee paid by Merger Sub Parent pursuant to Section 8.06(b) 9.02 of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors Guarantor in respect of the GuaranteesGuarantee) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of the Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliates. 2.9.4 (d) The obligations pursuant to this Section 2.9 2.8 shall remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1.

Expense Sharing. 2.9.1 Upon consummation of 1.9.1 In the Transactions and from time to time thereafterevent the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company shall to reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such personsthe Investors, as the case may be, all of their the Consortium’s reasonable out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the TransactionsTransaction, including the reasonable fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that have been retained by Parent, Merger Sub or jointly by the Consortium (including Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Orrick”) and any other advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), and any fees related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the legal, accounting, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by the Requisite Investors in advance, Consortium Costs shall not include, and each Investor Advisorsshall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without prejudice limitation, the reasonable and documented fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that may have been separately retained by such Investor (including without limitation, the fees and expenses of Orrick incurred in its capacity as Xxxx Xx Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Xxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs). 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any claimsremaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) in proportion to their respective Pro Rata Portion. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), rights each Investor (including, for the avoidance of doubt, any Failing Investor and remedies otherwise available to Non-Consenting Investor) agrees that it will be responsible for its/his Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its capacity as Xxxx Xx Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Xxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such non-Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Rollover Agreement or the Equity Commitment Letter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and its AffiliatesMerger Sub under Section 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantee and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 2.9.4 1.9.4 Prior to making any payment of Consortium Costs hereunder, Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations pursuant to under this Section 2.9 1.9 shall remain in full force and effect exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1Agreement.

Expense Sharing. 2.9.1 Upon consummation of the Transactions and from time to time thereafter, Parent shall or shall cause the Surviving Company shall to reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors Investors, and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger SubParent, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 below does not apply), the EC Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Equity Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any the Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching then, subject to Section 2.3.2(iv)(2), such Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger SubParent, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Parent Termination Fee paid by Merger Sub Parent pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub Parent pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub Parent pursuant to Section 8.06(f) of the Merger Agreement, any payment obligations of Parent pursuant to Section 6.07(e) of the Merger Agreement and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the Transactions, including the reasonable fees, expenses and disbursements of Investor Advisors, without prejudice to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliates. 2.9.4 The obligations pursuant to this Section 2.9 shall remain in full force and effect whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1.expenses

Expense Sharing. 2.9.1 Upon consummation of 1.9.1 In the Transactions and from time to time thereafterevent the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company shall to reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such personsthe Investors, as the case may be, all of their the Consortium’s reasonable out-of-pocket costs and expenses incurred in connection with the Transactions (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the Guarantees) incurred in connection with the TransactionsTransaction, including the reasonable fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that have been retained by Parent, Merger Sub or jointly by the Consortium (including Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP (“Orrick”) and any other advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), and any fees related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the legal, accounting, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by the Requisite Investors in advance, Consortium Costs shall not include, and each Investor Advisorsshall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without prejudice limitation, the reasonable and documented fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that may have been separately retained by such Investor (including without limitation, the fees and expenses of Orrick incurred in its capacity as Dxxx Xx Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs). 1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any claimsremaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) in proportion to their respective Pro Rata Portion. 1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), rights each Investor (including, for the avoidance of doubt, any Failing Investor and remedies otherwise available to Non-Consenting Investor) agrees that it will be responsible for its/his Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its capacity as Dxxx Xx Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dxxx Xx Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such non-Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Rollover Agreement or the Equity Commitment Letter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and its AffiliatesMerger Sub under Section 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantee and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction. 2.9.4 1.9.4 Prior to making any payment of Consortium Costs hereunder, Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses. 1.9.5 The obligations pursuant to under this Section 2.9 1.9 shall remain in full force and effect exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement in accordance with Section 3.1Agreement.

Expense Sharing. 2.9.1 Upon consummation of (a) In the Transactions event the Merger is not consummated, then: (i) all reasonable and from time to time thereafter, the Surviving Company shall reimburse the Investors, the EC Investors and the Guarantors for, or pay on behalf of such persons, as the case may be, all of their documented out-of-pocket costs fees and expenses incurred in connection with of the Transactions Investors (“Consortium Transaction Expenses”), including, without limitation, (a) the reasonable fees, expenses and disbursements of (i) the Consortium Advisors, but excluding any fees, expenses and disbursements payable to any Investor Advisors unless such fees, expenses and disbursements of any Investor Advisors are agreed to in advance by the Requisite Investors and (ii) any banks and other financing sources (“Financing Banks”) and their advisors in connection with provision of debt financing (including any Alternative Financing) to support the Transactions (the “Debt Financing”) and (b) out-of-pocket costs and expenses incurred by any Investor or its Affiliates (other than Merger Sub, the Company and its subsidiaries) or the attorneys thereof in connection with defending, being a witness in or participating in an Action relating to or arising from the Transactions, including without limitation, responding to any subpoenas, regulatory requests or any other judicial or regulatory process or orders. 2.9.2 If the Merger Agreement is terminated prior to the Closing (and Section 2.9.3 does not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Transactions in proportion to the aggregate monetary value of their and their Affiliates’ respective Commitments. 2.9.3 If the failure of the Transactions to be consummated prior to termination of the Merger Agreement results from the unilateral breach of this Agreement, any Support Agreement or any Equity Commitment Letter by one or more Investors (or his, her or its Affiliates), then the breaching Investor or Investors shall be responsible to pay the full amount of the Consortium Transaction Expenses and reimburse Merger Sub, each non-breaching Investor and the Affiliates of such non-breaching Investor (other than the Company and its subsidiaries), as the case may be, for the Merger Sub Termination Fee paid by Merger Sub pursuant to Section 8.06(b) of the Merger Agreement, any Expenses paid by Merger Sub pursuant to Section 8.06(c) of the Merger Agreement, any other costs and expenses paid by Merger Sub pursuant to Section 8.06(f) of the Merger Agreement, and all of their other out-of-pocket costs and expenses (including any amounts payable by the Guarantors in respect of the GuaranteesReleased Investor) incurred in connection with the Transactionstransactions contemplated by this Agreement and the Merger Agreement (including in each case, the reasonable and documented costs and expenses of drafting and negotiating each applicable document) will be shared by the Investors on a Pro Rata Basis and (ii) each Investor (other than any Released Investor) agrees that it will be responsible for its proportionate share (as determined on a Pro Rata Basis) of the reasonable and documented out-of-pocket expenses incurred by the Investors (other than any Released Investor), including the reasonable fees, expenses and disbursements of their lawyers, and in the case of the Sponsor Investors (or each other Investor, to the extent it gives the Sponsor Investors prior written notice of the retention thereof), their accountants, financial advisors, consultants and other advisors. Notwithstanding the foregoing, (a) a Released Investor Advisorswill not be responsible for any portion of the out-of-pocket expenses and fees described in the preceding sentence and may not seek or obtain reimbursement in respect of any out-of-pocket expenses and fees if the Merger is not consummated and (b) without limiting the rights against a Failing Investor for a Breach of this Agreement, without prejudice in no event shall such Failing Investor be entitled to any claims, rights and remedies otherwise available to such non-breaching Investor and its Affiliates. 2.9.4 The obligations reimbursement of expenses pursuant to this Section 2.9(a). Furthermore, payments of any Limited Guarantee obligations are covered by Section 2.12 of this Agreement and not by this Section 2.9. (b) In the event the Merger is consummated, the Investors shall cause Parent, Merger Subs and the Company to reimburse each Investor (other than a Failing Investor under clause (i) of the definition thereof but including (x) each Released Investor in respect of out-of-pocket expenses and fees, incurred prior to such Investor becoming a Released Investor and (y) each breaching Investor provided such Investor is not a Failing Investor under clause (i) of the definition thereof) for all reasonable out-of-pocket expenses incurred by the Investors, including the reasonable fees, expenses and disbursements of their lawyers, and in the case of the Sponsor Investors (or each other Investor, to the extent it gives the Sponsor Investors prior written notice of the retention thereof), their accountants, consultants and other advisors, in connection with the transactions contemplated by the Merger Agreement. (c) The obligations under this Section 2.9 shall remain in full force and effect exist whether or not the Merger is consummated, consummated and shall survive the any termination of the other terms of this Agreement Agreement, to the extent that such fees and expenses are not paid by the Company or Parent, in accordance with Section 3.1each case, subject to the terms hereof.