Common use of Indemnification; Expenses Clause in Contracts

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Securityholder Representative may use the Seller Securityholder Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Securityholder Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Securityholder Representative and hold the Seller Securityholder Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Securityholder Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Securityholder Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Securityholder Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Securityholder Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Securityholder Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Securityholder Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Securityholder Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Securityholder Representative in connection with the performance of its duties hereunder, the Seller Securityholder Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account Adjustment Holdback Amount or the Indemnity Holdback Amount to itself no earlier than the date such payments are actually made. The Seller Securityholder Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Securityholder Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Securityholder Representative in its capacity as such.

Indemnification; Expenses. The Seller Company Securityholders shall, severally in accordance with their Pro Rata Share, indemnify the Representative may use against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (collectively, the Seller “Representative Amount Expenses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Expense is suffered or incurred; provided that in the event that any such Representative Expense is finally adjudicated to pay any fees, costs, expenses or other obligations incurred have been caused by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Expense to the extent attributable to such fraud, gross negligence or willful misconduct. Representative Expenses may be recovered by the Seller Representative from (i) the funds in the Representative Holdback Amount and (ii) any other funds that become payable to the Company Securityholders under this Agreement at such time as determined such amounts would otherwise be distributable to the Company Securityholders; provided that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Expenses as they are suffered or incurred. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Notwithstanding anything in a final and this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-appealable judgment of a court of competent jurisdiction) and arising out of parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or in connection with the acceptance, performance or administration removal of the Seller Representative’s duties under Representative or the termination of this Agreement. Any expenses The Representative shall have no duties or taxable income incurred obligations hereunder, including any fiduciary duties, expect those set forth herein, and such duties and obligations shall be determined solely by the Seller Representative in connection with the performance express provisions of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Member Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Member Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder Member shall, only to the extent of such Participating Securityholder’s Pro Rata Share Member's Percentage thereof, indemnify and defend the Seller Member Representative and hold the Seller Member Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct Fraud by the Seller Member Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Member Representative’s 's duties under this Agreement. Any expenses or taxable income incurred by the Seller Member Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Member Representative but shall be payable by and attributable to the Participating Securityholders Members based on each such Participating Securityholder’s Pro Rata ShareMember's Percentage. Notwithstanding anything to the contrary in this Agreement, the Seller Member Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Member Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Member Representative for the benefit of the Members pursuant to this Agreement; provided that none of Acquiror, the Blocker Merger Subs or the Company Merger Sub shall be deemed not to have satisfied any of its obligations contemplated by this Agreement as a result of such set off or deduction. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Member Representative in connection with the performance of its duties hereunder, the Seller Member Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders Members from the Escrow Account Fund to itself no earlier than the date such payments are actually made. The Seller Member Representative may also from time to time submit invoices to the Participating Securityholders Members covering such expenses and Liabilities, which shall be paid by the Participating Securityholders Members promptly following the receipt thereof based on their respective Pro Rata ShareLiability Percentage. Upon the request of any Participating SecurityholderMember, the Seller Member Representative shall provide such Participating Securityholder Member with an accounting of all expenses and Liabilities paid by the Seller Member Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use Significant Interest Holders, the Seller Representative Amount Plan Sponsor and the Management Stockholders shall be obligated to pay join in any feesindemnification obligation the Approving Party has agreed to in connection with such Approved Sale (including any such obligations that relate specifically to a particular Stockholder, costssuch as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of shares of Common Stock and other Equity Securities); provided that (a) any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Stockholders and (b) the Significant Interest Holders, expenses the Plan Sponsor and the Management Stockholders shall share on a several (and not joint) pro rata basis in indemnification liabilities related to such Approved Sale (other than liabilities (if any) related solely to a particular Stockholder, which will be borne entirely by such Stockholder); provided further that in no event shall (i) a Significant Interest Holder’s indemnification obligation or any other liability in connection with such Approved Sale (other than with respect to a breach of this Agreement) exceed the net proceeds received by such Significant Interest Holder in connection with such Approved Sale or (ii) a Significant Interest Holder be required to agree to any non-competition or non-solicitation covenant in connection with such Approved Sale. Subject to the foregoing, the Significant Interest Holders, the Plan Sponsor and the Management Stockholders shall enter into any reasonable indemnification or contribution or other obligations agreement reasonably requested by the Approving Party to ensure compliance with this Section 3.2.5 Each of the Significant Interest Holders, the Plan Sponsor and the Management Stockholders shall pay its pro rata share of the third party expenses (i.e., not payable to the Plan Sponsor or its Affiliates or Related Funds) (unless otherwise agreed by such Stockholder, by deducting such Stockholder’s pro rata share of such expenses from such Stockholder’s proceeds from such Approved Sale) incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only Company and Stockholders pursuant to an Approved Sale to the extent such expenses are incurred for the benefit of such Participating Securityholder’s Pro Rata Share thereof, indemnify the Company or all Stockholders (including the costs and defend expenses (including reasonable attorneys’ fees and expenses) of the Seller Representative and hold Company or the Seller Representative harmless against any loss, damage, cost, Liability or expense actually Approving Party incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with enforcing or implementing the acceptanceterms and provisions of this Section 3.2, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each extent not reimbursed by a party against whom such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled terms and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments provisions are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchenforced).

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative Dragged Holders shall be entitled and is hereby granted obligated to join in any indemnification or escrow obligation the right Drag Along Selling Member has agreed to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance an Approved Sale (including any such indemnification obligations that relate specifically to a particular Member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of its duties hereunder from amounts actually delivered Membership Interests); provided that no Dragged Holder shall be liable for any indemnification, or be required to participate in any escrow arrangement, relating to the Seller Representative pursuant Approved Sale in excess of the amount of proceeds payable to this Agreement. Additionally, such Dragged Holder in connection with such Approved Sale (or in an amount that is disproportionate to the liability or participation of the Drag Along Selling Member or any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred other Dragged Holder, taking into account the Pro Rata Share of each Membership Interest to be sold in such Approved Sale by the Seller Representative in connection with the performance Drag Along Selling Member and each Dragged Holder); provided further that, that unless a prospective Transferee permits a Member to give a guarantee, letter of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, credit or other mechanism (which shall be paid by dealt with on an individual basis), any escrow of proceeds of any such Approved Sale shall be withheld from Members based on their respective Drag Along Indemnity Pro Rata Shares and, if applicable, shall be subsequently distributed to the Participating Securityholders promptly following the receipt thereof Members based on their respective Pro Rata ShareShares; and provided further that the Drag Along Selling Member and the Members shall share on a several (and not joint) basis in indemnification liabilities related to such Approved Sale (other than liabilities (if any) related solely to a Member which will be borne entirely (subject to the limitations set forth in the first proviso above) by such Member) based on their respective Drag Along Indemnity Pro Rata Shares. Upon Subject to the request of any Participating Securityholderforegoing, the Seller Representative Drag Along Selling Member and each Dragged Holder shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.enter into any reasonable indemnification or contribution or other agreement reasonably

Indemnification; Expenses. The Seller Company Securityholders shall, severally in accordance with their Pro Rata Share, indemnify the Representative may use against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (collectively, the Seller “Representative Amount Expenses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Expense is suffered or incurred; provided, that in the event that any such Representative Expense is finally adjudicated to pay any fees, costs, expenses or other obligations incurred have been caused by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Expense to the extent attributable to such fraud, gross negligence or willful misconduct. Representative Expenses may be recovered by the Seller Representative from (as determined i) the funds in a final the Representative Holdback Amount and non-appealable judgment of a court of competent jurisdiction(ii) and arising out of or in connection with any other funds that become payable to the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties Company Securityholders under this Agreement shall at such time as such amounts would otherwise be distributable to the Company Securityholders; provided, that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Expenses as they are suffered or incurred. In no event will the Representative be the personal obligation required to advance its own funds on behalf of the Seller Representative but shall be payable by and attributable to the Participating Company Securityholders based on each such Participating Securityholder’s Pro Rata Shareor otherwise. Notwithstanding anything in this Agreement to the contrary contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this AgreementAgreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the Seller resignation or removal of the Representative shall be entitled and is hereby granted or the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance termination of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoingforegoing sentence, each Participating Securityholder shall, severally and not jointly and only to the extent of such Participating Securityholder’s 's Pro Rata Share Percentage thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the Seller duplication and shipment) (collectively, "Representative (as determined in a final and non-appealable judgment of a court of competent jurisdictionLosses") and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s 's duties under this AgreementAgreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Securityholders, any such Representative Losses may be recovered by the Representative from (i) the Representative Amount, and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Securityholders; provided, that while this section allows the Representative to be paid from the Representative Amount and the Escrow Fund, this does not relieve the Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Securityholders or otherwise. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Person's Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually madePercentage. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and LiabilitiesRepresentative Losses, which shall be paid by the Participating Securityholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata SharePercentages. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities Representative Losses paid by the Seller Representative in its capacity as such. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any feesEach Blocker Owner, costsCompany Unitholder and Company Optionholder shall severally (based on each such Blocker Owner’s, expenses Company Unitholder’s or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating SecurityholderCompany Optionholder’s Pro Rata Share thereofPercentage), and not jointly, indemnify and defend hold harmless the Seller Equityholder Representative from and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually loss incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) on the part of the Equityholder Representative and arising out of or in connection with the acceptance, performance acceptance or administration of its duties hereunder. The Equityholder Representative may use the Seller Representative’s duties under this AgreementEquityholder Representative Expense Amount to pay any fees, costs, expenses or other obligations incurred by the Equityholder Representative acting in its capacity as such. Any expenses or taxable income incurred by the Seller Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement shall not be the personal obligation of the Seller Equityholder Representative but shall be payable by and attributable to the Participating Securityholders Blocker Owners, Company Unitholders and Company Optionholders based on each such Participating SecurityholderBlocker Owner’s Company Unitholder’s and Company Optionholder’s Pro Rata SharePercentage. Notwithstanding anything From and after the Closing, if the Equityholder Representative determines that the amounts in the Equityholder Representative Expense Account are insufficient to satisfy current or future (whether realized or potential) costs and expenses of the contrary in this AgreementEquityholder Representative, the Seller Representative it shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder withhold on a pro rata basis from amounts actually delivered otherwise due to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunderBlocker Owners, the Seller Representative Company Unitholders and the Company Optionholders under this Agreement or under any Ancillary Agreement amounts as it deems necessary to provide for such administrative costs; provided that such amounts shall be entitled and is hereby granted deemed to be included in the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually madeEquityholder Representative Expense Account. The Seller Equityholder Representative may also from time to time submit invoices to the Participating Securityholders Equityholders covering such expenses and Liabilitiesliabilities, which shall be paid by the Participating Securityholders Blocker Owners, Company Unitholders and Company Optionholders promptly following the receipt thereof based on their respective Pro Rata SharePercentages. Upon the request of any Participating SecurityholderBlocker Owner, Company Unitholder and Company Optionholder, the Seller Equityholder Representative shall provide such Participating Securityholder Blocker Owner, Company Unitholder and Company Optionholder with an accounting of all material expenses and Liabilities liabilities paid by the Seller Equityholder Representative in its capacity as such.. Each of the undersigned has caused this Business Combination Agreement to be duly executed as of the date first above written. XX XXXXXXXXX PRINCIPAL HOLDINGS I By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SONAR MERGER SUB I, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SONAR MERGER SUB II, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SONAR MERGER SUB III, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SONAR MERGER SUB IV, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SONAR MERGER SUB V, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory SONAR MERGER SUB VI, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory INSIGHT (CAYMAN) IX EAGLE BLOCKER, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President INSIGHT (DELAWARE) IX EAGLE BLOCKER, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President INSIGHT GBCF (CAYMAN) EAGLE BLOCKER, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President INSIGHT GBCF (DELAWARE) EAGLE BLOCKER, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President XXXXXXX EAGLE JV, LLC By: Xxxxxxx Associates, L.P., its Managing Member By: Xxxxxxx Investment Management L.P., as Attorney-in-Fact By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President XXXXXXX ASSOCIATES, L.P. By: Xxxxxxx Investment Management L.P., as Attorney-in-Fact By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President XXXXXXX INTERNATIONAL, L.P. By: Hambledon, Inc., its General Partner By: Xxxxxxx Investment Management L.P., as Attorney-in-Fact By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President PDI III E2OPEN BLOCKER CORP. By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: President SONAR COMPANY MERGER SUB, LLC By: XX Xxxxxxxxx Principal Holdings I Its: Sole Member By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory E2OPEN HOLDINGS, LLC (F/K/A EAGLE PARENT HOLDINGS, LLC) By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: CEO INSIGHT VENTURE PARTNERS, LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory THE LIMITED LIABILITY COMPANY INTERESTS IN E2OPEN HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretive Provisions 20 ARTICLE II ORGANIZATION OF THE LIMITED LIABILITY COMPANY 20 Section 2.1 Formation 20 Section 2.2 Filing 20 Section 2.3 Name 21 Section 2.4 Registered Office: Registered Agent 21 Section 2.5 Principal Place of Business 21 Section 2.6 Purpose; Powers 21 Section 2.7 Term 21 Section 2.8 Intent 21 ARTICLE III CLOSING TRANSACTIONS 21 Section 3.1 Business Combination Agreement Transactions 21

Indemnification; Expenses. The Seller Sellers’ Representative may use the Seller Sellers’ Representative Amount to pay any fees, costs, expenses expenses, or other obligations incurred by the Seller Representative acting Sellers’ Representative. The Sellers severally and not jointly (in its capacity as such. Without limiting the foregoing, accordance with each Participating Securityholder shall, only to the extent of such Participating SecurityholderSeller’s Pro Rata Share thereofShare) will indemnify, indemnify and defend the Seller Representative and hold harmless the Seller Sellers’ Representative harmless from and against any lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the Seller duplication and shipment) (collectively, “Representative (as determined in a final and non-appealable judgment of a court of competent jurisdictionLosses”) and arising out of or in connection with the acceptanceSellers’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, performance in each case as such Representative Loss is suffered or administration incurred; provided that, in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Seller Sellers’ Representative’s duties under this Agreement, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any expenses or taxable income incurred If not paid directly to the Sellers’ Representative by the Seller Sellers, any such Representative Losses may be recovered by the Sellers’ Representative from (i) the Sellers’ Representative Amount and (ii) the amounts in connection with the performance Escrow Fund at such time as remaining amounts, if any, would otherwise be distributable to the Sellers; provided that, while this section allows the Sellers’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Sellers’ Representative be required to advance its duties under this Agreement shall not be the personal obligation own funds on behalf of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata ShareSellers or otherwise. Notwithstanding anything in this Agreement to the contrary contrary, any restrictions or limitations on liability of the Sellers set forth elsewhere in this AgreementAgreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative under this Section. The foregoing indemnities will survive the Closing, the Seller resignation or removal of the Sellers’ Representative shall be entitled and is hereby granted or the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance termination of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Escrow Securityholder shall, only to the extent of such Participating Escrow Securityholder’s Pro Rata Share Escrow Percentage thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Escrow Securityholders based on each such Participating SecurityholderPerson’s Pro Rata ShareEscrow Percentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Escrow Securityholders from the Adjustment Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Escrow Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata ShareEscrow Percentages. Upon the request of any Participating Escrow Securityholder, the Seller Representative shall provide such Participating Escrow Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Each Securityholder shall, only to the extent of such Participating Securityholder’s ’ s Pro Rata Share thereofPercentage, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and LiabilitiesLiabilities and, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchpaid.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Each Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereofPercentage, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct deduct, in respect of amounts due to Securityholders, any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this AgreementAgreement (including the Remaining Holdback Amount to be paid to the Securityholders). Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account or the Remaining Holdback Amount to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and LiabilitiesLiabilities and, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchpaid.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Each Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereofPercentage, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties to Securityholders hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and LiabilitiesLiabilities and, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchpaid.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share Percentage thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties to Securityholders hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata SharePercentages. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder Preferred Shareholder shall, only to the extent of such Participating SecurityholderPreferred Shareholder’s Pro Rata Share Percentage thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence bad faith or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders Preferred Shareholders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders Preferred Shareholders from the Escrow Account Accounts to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders Preferred Shareholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders Preferred Shareholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata SharePercentages. Upon the request of any Participating SecurityholderPreferred Shareholder, the Seller Representative shall provide such Participating Securityholder Preferred Shareholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Each Securityholder shall, only to the extent of in accordance with such Participating Securityholder’s Pro Rata Share thereofPercentage, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability liability, fee or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on in accordance with each such Participating Securityholder’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct at any unpaid or time any unpaid, non-reimbursed or unsatisfied losses, damages, costs, liabilities, fees or expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually payable to the Securityholders or delivered to the Seller Representative pursuant to this Agreement, including any amounts in the Representative Reserve Fund. Additionally, in connection with any unpaid or unpaid, non-reimbursed or unsatisfied losses, damages, costs, liabilities, fees or expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilitieslosses, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholderdamages, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchcosts, liabilities or expenses.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative for the benefit of the Securityholders pursuant to this Agreement; provided, that neither the Parent nor the Merger Sub (i) shall be liable for any such set off or deduction or (ii) shall be deemed to have not satisfied any of its obligations contemplated by this Agreement by virtue of such set off or deduction. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account pursuant to the terms and conditions of this Agreement and the Escrow Agreement to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Securityholder Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Securityholder Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shallthe Securityholders will, only to severally and not jointly in accordance with the extent of such Participating Securityholder’s Securityholders’ Pro Rata Share thereofShares, indemnify and indemnify, defend the Seller Representative and hold harmless the Seller Securityholder Representative harmless from and against any lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the Seller duplication and shipment) (collectively, “Representative (as determined in a final and non-appealable judgment of a court of competent jurisdictionLosses”) and arising out of or in connection with the acceptanceSecurityholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, performance in each case as such Representative Loss is suffered or administration incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Seller Securityholder Representative’s duties under this Agreement, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any expenses or taxable income incurred If not paid directly to the Securityholder Representative by the Seller Securityholders, any such Representative Losses may be recovered by the Securityholder Representative from (i) the funds in connection with the performance of its duties Representative Amount and (ii) any other funds that become payable to the Securityholders under this Agreement shall at such time as such amounts would otherwise be distributable to the Securityholders; provided, that while this section allows the Securityholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be the personal obligation required to advance its own funds on behalf of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Shareor otherwise. Notwithstanding anything in this Agreement to the contrary contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Securityholders set forth elsewhere in this AgreementAgreement are not intended to be applicable to the indemnities provided to the Securityholder Representative under this section. The foregoing indemnities will survive the Closing, the Seller resignation or removal of the Securityholder Representative shall be entitled and is hereby granted or the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance termination of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder Each Stockholder shall, only to the extent of such Participating SecurityholderStockholder’s Pro Rata Share Percentage thereof, indemnify and defend the Seller Stockholders Representative and hold the Seller Stockholders Representative harmless against any lossand all losses, damageliabilities, costclaims, Liability penalties, fines, forfeitures, actions, fees, damages, costs or expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the Seller duplication and shipment) (collectively, “Representative (as determined in a final and non-appealable judgment of a court of competent jurisdictionLosses”) and arising out of or in connection with the acceptance, performance or administration of the Seller Stockholders Representative’s duties under this Agreement. Any expenses Agreement or taxable income incurred any ancillary agreements hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation fraud, gross negligence or willful misconduct of the Seller Stockholders Representative, the Stockholders Representative but shall be payable by and will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Sharefraud, gross negligence or willful misconduct. Notwithstanding anything If not paid directly to the contrary in this Agreement, the Seller Stockholders Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Stockholders, any such Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred Losses may be recovered by the Seller Stockholders Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct from any funds that Milestone Payments at such time as any such amounts would otherwise be actually payable distributable to the Participating Securityholders Stockholders; provided, that while this section allows the Stockholders Representative to be paid from the Escrow Account Milestone Payments this does not relieve the Stockholders from their obligation under the immediately preceding sentence to itself promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders Representative from seeking any remedies available to it at law or otherwise. In no earlier than event will the date such payments are actually madeStockholders Representative be required to advance its own funds on behalf of the Stockholders or otherwise. The Seller Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholders Representative may also from time to time submit invoices to or the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request termination of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.this Agreement..

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder Each Stockholder shall, only to the extent of based on each such Participating SecurityholderStockholder’s Pro Rata Share thereofPercentage, indemnify and defend the Seller Stockholder Representative and hold the Seller Stockholder Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud(including the fees and expenses of counsel and experts and their staffs and all expense of document location, gross negligence or willful misconduct by the Seller duplication and shipment) (collectively, “Representative (as determined in a final and non-appealable judgment of a court of competent jurisdictionLosses”) and arising out of or in connection with the acceptance, performance or administration of the Seller Stockholder Representative’s duties under this Agreement. Any expenses , the Escrow Agreement and the Exchange Agent Agreement, in each case, as such Representative Loss is suffered or taxable income incurred incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the Seller fraud, gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in connection with the performance Expense Fund and (ii) the amounts of the Escrow Amount at such time as remaining amounts would otherwise be distributable to the Stockholders; provided, that while this Section 10.01(e) allows the Stockholder Representative to be paid from the Expense Fund and the Escrow Amount, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its duties under own funds on behalf of the Stockholders or otherwise. Notwithstanding anything in this Agreement shall not be to the personal obligation contrary, the Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Seller Stockholder Representative but shall be payable by and attributable to or the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Sharetermination of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Seller Stockholder Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities Representative Losses incurred by the Seller Stockholder Representative in connection with the performance of its duties hereunder from the Expense Fund and, if the Expense Fund is not sufficient, from amounts that would otherwise be actually delivered to the Seller Representative Stockholders pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Stockholder Representative may also from time to time submit invoices to the Participating Securityholders Stockholders covering such expenses and LiabilitiesRepresentative Losses and, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon upon the request of any Participating SecurityholderStockholder, the Seller Representative shall provide such Participating Securityholder Stockholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchLosses paid.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Each Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share Percentage thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and LiabilitiesLiabilities and, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchpaid.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder Each Interest Holder shall, only to the extent of such Participating Securityholder’s their Pro Rata Share thereofPercentage of funds available from the Representative Amount and the Escrow Account (it being acknowledged and agreed that funds will only be available to the Representative from the Escrow Account at such time as any remaining amounts in the Escrow Account would otherwise be distributable to the Interest Holders under this Agreement), indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the Seller duplication and shipment) (collectively, “Representative (as determined in a final and non-appealable judgment of a court of competent jurisdictionLosses”) and arising out of or in connection with the acceptance, or performance or administration of the Seller Representative’s duties under this AgreementAgreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Interest Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders Interest Holders based on each such Participating SecurityholderPerson’s Pro Rata SharePercentage. Notwithstanding anything Any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Amount and (ii) the amounts in the Escrow Account but solely at such time as any remaining amounts in the Escrow Account would otherwise be distributable to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to Interest Holders under this Agreement. Additionally, in connection with any unpaid In no event will the Representative be required to advance its own funds on behalf of the Interest Holders or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually madeotherwise. The Seller Interest Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative may also from time to time submit invoices to or the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request termination of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchthis Agreement.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share Percentage thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s their respective Pro Rata SharePercentages. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its the Representative’s duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Adjustment Escrow Account to itself the Representative no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata SharePercentages. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only to the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative Dragged Holders shall be entitled and is hereby granted obligated to join in any indemnification or escrow obligation the right Drag Along Selling Member has agreed to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance an Approved Sale (including any such indemnification obligations that relate specifically to a particular Member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of its duties hereunder from amounts actually delivered Membership Interests); provided that no Dragged Holder shall be liable for any indemnification, or be required to participate in any escrow arrangement, relating to the Seller Representative pursuant Approved Sale in excess of the amount of proceeds payable to this Agreement. Additionally, such Dragged Holder in connection with such Approved Sale (or in an amount that is disproportionate to the liability or participation of the Drag Along Selling Member or any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred other Dragged Holder, taking into account the Pro Rata Share of each Membership Interest to be sold in such Approved Sale by the Seller Representative in connection with the performance Drag Along Selling Member and each Dragged Holder); provided further that, that unless a prospective Transferee permits a Member to give a guarantee, letter of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, credit or other mechanism (which shall be paid by dealt with on an individual basis), any escrow of proceeds of any such Approved Sale shall be withheld from Members based on their respective Drag Along Indemnity Pro Rata Shares and, if applicable, shall be subsequently distributed to the Participating Securityholders promptly following the receipt thereof Members based on their respective Pro Rata ShareShares; and provided further that the Drag Along Selling Member and the Members shall share on a several (and not joint) basis in indemnification liabilities related to such Approved Sale (other than liabilities (if any) related solely to a Member which will be borne entirely (subject to the limitations set forth in the first proviso above) by such Member) based on their respective Drag Along Indemnity Pro Rata Shares. Upon Subject to the request foregoing, the Drag Along Selling Member and each Dragged Holder shall enter into any reasonable indemnification or contribution or other agreement reasonably requested by the Drag Along Selling Member to ensure compliance with this Section 9.4(c), and the Drag Along Selling Member will provide draft copies of any Participating Securityholder, such agreement to the Seller Representative Dragged Holders as part of the Drag Along Sale Notice; provided that each Dragged Holder shall provide retain and treat such Participating Securityholder copies in accordance with an accounting of all expenses and Liabilities paid by the Seller Representative in Section 6.7. Each Dragged Holder shall pay its capacity as such.Drag

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shall, only Notwithstanding anything herein to the extent contrary, the Electing Members shall be obligated to join in any indemnification or escrow obligation the Tag Along Selling Member has agreed to in connection with such Tag Along Sale (including any such indemnification obligations that relate specifically to a particular Member, such as indemnification with respect to representations and warranties given by a Member regarding such Member’s title to and ownership of Membership Interests); provided that no Electing Member shall be liable for any indemnification, or be required to participate in any escrow arrangement, relating to the Tag Along Sale in excess of the amount of proceeds payable to such Participating Securityholder’s Electing Member in connection with such Tag Along Sale (or in an amount that is disproportionate to the liability or participation of the Tag Along Selling Member or any other Electing Member, taking into account the Pro Rata Share thereof, indemnify and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability of each Membership Interest or expense actually incurred without fraud, gross negligence or willful misconduct Equity Security to be sold in such Tag Along Sale by the Seller Representative Tag Along Selling Member and each Electing Member); provided further that, unless the prospective Transferees permit a Member to give a guarantee, letter of credit or other mechanism (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld from participating Members based on their respective Tag Along Indemnity Pro Rata Shares and, if applicable, shall be subsequently distributed to participating Members based on their respective Pro Rata Share. Upon Shares; and provided further that the request of any Participating Securityholder, Tag Along Selling Member and the Seller Representative Electing Members shall provide share on a several (and not joint) basis in indemnification liabilities related to such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as such.Tag Along Sale (other than liabilities (if any) related solely to a participating Member which will be borne entirely

Indemnification; Expenses. The Seller Stockholder Representative may use the Seller Representative Reimbursement Fund Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Stockholder Representative acting in its capacity as such. Without limiting the foregoing, each Participating Securityholder shallStockholder will, only to the extent of such Participating SecurityholderStockholder’s Pro Rata Share thereof, indemnify and defend the Seller Stockholder Representative and hold the Seller Stockholder Representative harmless against any lossLoss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Seller Stockholder Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Stockholder Representative’s duties under this Agreement, including, without limitation, any Loss, damage, cost, Liability or expense incurred pursuant to Section 6.07(g). Any expenses or taxable income incurred by the Seller Stockholder Representative in connection with the performance of its duties under this Agreement shall will not be the personal obligation of the Seller Stockholder Representative but shall will be payable by and attributable to the Participating Securityholders Stockholders based on each such Participating SecurityholderPerson’s Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Seller Stockholder Representative shall will be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Stockholder Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Stockholder Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Stockholder Representative may also from time to time submit invoices to the Participating Securityholders Stockholders covering such expenses and Liabilities, which shall will be paid by the Participating Securityholders Stockholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata ShareShares. Upon the request of any Participating SecurityholderStockholder, the Seller Stockholder Representative shall will provide such Participating Securityholder Stockholder with an accounting of all expenses and Liabilities paid by the Seller Stockholder Representative in its capacity as such.

Indemnification; Expenses. The Seller Representative may use the Seller Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Seller Representative acting in its capacity as such. Without limiting the foregoing, Each Company Unitholder shall severally (based on each Participating Securityholder shall, only to the extent of such Participating SecurityholderCompany Unitholder’s Pro Rata Share thereofPercentage), and not jointly, indemnify and defend hold harmless the Seller Equityholder Representative from and hold the Seller Representative harmless against any loss, damage, cost, Liability or expense actually loss incurred without fraud, gross negligence or willful misconduct by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) on the part of the Equityholder Representative and arising out of or in connection with the acceptance, performance acceptance or administration of the Seller Representative’s its duties under this Agreementhereunder. Any expenses or taxable income incurred by the Seller Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement shall not be the personal obligation of the Seller Equityholder Representative but shall be payable by and attributable to the Participating Securityholders Company Unitholders based on each such Participating SecurityholderCompany Unitholder’s Pro Rata SharePercentage. Notwithstanding anything to From and after the contrary in this AgreementClosing, if the Seller Equityholder Representative shall be entitled and is hereby granted the right to set off and deduct incurs any unpaid expenses or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative taxable income in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative pursuant to under this Agreement or any Ancillary Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative it shall be entitled and is hereby granted the right to direct any funds that would withhold on a pro rata basis from amounts otherwise be actually payable due to the Participating Securityholders from the Escrow Account Company Unitholders under this Agreement or under any Ancillary Agreement amounts as it deems necessary to itself no earlier than the date provide for such payments are actually madeexpenses or taxable income. The Seller Equityholder Representative may also from time to time submit invoices to the Participating Securityholders Company Unitholders covering such expenses and Liabilitiesliabilities, which shall be paid by the Participating Securityholders Company Unitholders promptly following the receipt thereof based on their respective Pro Rata SharePercentages. Upon the request of any Participating SecurityholderCompany Unitholder, the Seller Equityholder Representative shall provide such Participating Securityholder Company Unitholder with an accounting of all material expenses and Liabilities liabilities paid by the Seller Equityholder Representative in its capacity as such.. Each of the undersigned has caused this Business Combination Agreement to be duly executed as of the date first above written. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxxxx XxXxx Name: Xxxxxxx XxXxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Accounting Officer This Stockholders’ Agreement (this “Agreement”) is made as of [●], 2021, by and among (a) [BuyerCo LLC] (the “Buyer”); (b) the stockholders listed on Schedule I hereto1 (together with their respective Affiliates and their respective Permitted Transferees hereunder, the “Aria Holders”); (c) Archaea Energy, LLC (“Archaea” and together with its Permitted Transferees hereunder, the “Archaea Holders”); (d) Rice Acquisition Holdings LLC (“OpCo”); (e) Rice Acquisition Sponsor LLC (“RAC Sponsor” and together with the Aria Holders and the Archaea Holders, the “Stockholder Parties”) and (f) Rice Acquisition Corp. (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”).2

Indemnification; Expenses. The Seller Representative Unitholders shall be severally obligated to join on a pro rata basis (as if such indemnification obligations reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) in any indemnification obligation the Majority Founder Investors, as the case may use the Seller Representative Amount be, have agreed to pay in connection with such Approved Sale (other than any feessuch obligations that relate specifically to a particular Unitholder, costssuch as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder's title to and ownership of Units); provided that unless a prospective Transferee in such Approved Sale permits a Unitholder to give a guarantee, expenses letter of credit or other obligations mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Unitholders (as if such escrow reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale). Each Unitholder shall pay its pro rata share (as if such expenses reduced the aggregate proceeds available for distribution or payment to the Unitholders in such Approved Sale) of the expenses incurred by the Seller Representative acting Unitholders pursuant to an Approved Sale to the extent such expenses are incurred for the benefit of all Unitholders (as determined by the Board). Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved Sale as determined by the Board) will not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the Company, will be the responsibility of such Unitholder. Each Unitholder shall enter into any other agreement that the Majority Founder Investors approve and (other than non-competition and non-solicitation agreements to be entered into by Unitholders who are also employees of the Company or any of its capacity Subsidiaries) enter into on the same terms and conditions (other than as suchdifferences in such terms and conditions might result from holdings of different classes of Units). Without limiting the foregoingimmediately prior sentence, each Participating Securityholder shallUnitholder shall enter into any indemnification, only to contribution (including contribution among the extent of such Participating Securityholder’s Pro Rata Share thereof, indemnify Members and defend the Seller Representative and hold the Seller Representative harmless against any loss, damage, cost, Liability Company) or expense actually incurred without fraud, gross negligence or willful misconduct unitholder representative agreement requested by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection Majority Founder Investors to ensure compliance with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Seller Representative but shall be payable by and attributable to the Participating Securityholders based on each such Participating Securityholder’s Pro Rata ShareSection 9.3(c). Notwithstanding anything to the contrary contained herein, in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct event that any unpaid or non-reimbursed expenses and unsatisfied Liabilities indemnification obligations are incurred by the Seller Representative in connection with the performance of its duties hereunder from amounts actually delivered to Approved Sale, each Unitholder's obligations for representations and warranties given pursuant thereto shall not exceed the Seller Representative net proceeds received or receivable by such Unitholder pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Seller Representative in connection with the performance of its duties hereunder, the Seller Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Participating Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Seller Representative may also from time to time submit invoices to the Participating Securityholders covering such expenses and Liabilities, which shall be paid by the Participating Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Participating Securityholder, the Seller Representative shall provide such Participating Securityholder with an accounting of all expenses and Liabilities paid by the Seller Representative in its capacity as suchApproved Sale.