Common use of Third Party Expenses Clause in Contracts

Third Party Expenses. (a) Whether or not the Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary (whether or not paid or payable prior to, at or after the Effective Time) in connection with this Agreement, the Merger and the other transactions contemplated hereby, including: (i) all legal, accounting, financial advisory, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control obligations resulting from or in connection with the Merger or any of the transactions contemplated by this Agreement, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; (v) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided, however, that (x) Third Party Expenses shall exclude any Required Financials Expenses, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and expenses shall be double counted when calculating Third Party Expenses. The Company shall use its commercially reasonable efforts to pay or cause to be paid all unpaid Third Party Expenses prior to or contemporaneous with the Closing.

Third Party Expenses. (a) Whether or not the Merger is are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company Securityholders shall be responsible for all Third Party Expenses, which will be payable at the Closing pursuant to a dollar-for-dollar adjustment to the Merger Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary (or any of their successors), whether or not paid or payable prior to, at or after the Effective Time) , in connection with this Agreement, the Merger and the other transactions contemplated hereby, including: (i) all legal, accounting, financial advisory, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated herebyhereby pursuant to agreements entered into by or on behalf of the Company or any of its Subsidiaries at or prior to the Effective Time; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control obligations resulting from or in connection with the Merger or any of the transactions contemplated by this Agreement, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; (viv) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; and (v) the Required Financials Expenses; provided, however, that (x) Third Party Expenses shall exclude any Required Financials Expenses, (A) Excluded Severance Costs, (B) any fees and -52- Excluded Payroll Processor Costsexpenses of the Exchange Agent and the Escrow Agent, and (yC) the Retention Bonus Pool Awards. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses. The Company shall use its commercially reasonable best efforts to (x) pay or cause to be paid all unpaid Third Party Expenses at least three (3) Business Days prior to or the Closing and, (y) to the extent such amounts are not so paid, arrange for the payment, contemporaneous with the Closing, by or on behalf of the Company of all Third Party Expenses. Notwithstanding anything to the contrary herein, and for the avoidance of doubt, if the lessor or licensor under any Lease Agreement conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement or the transactions contemplated hereby, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments or providing all such additional security and the terms thereof shall be subject to Acquiror’s approval.

Third Party Expenses. (a) Whether or not the Merger is consummated, except as expressly set forth herein, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, “Third-Party Expenses” means, and the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary prior to the Effective Time (and whether or not paid or payable prior to, at or after the Effective Time) in connection with this Agreement, the Related Agreements, the Merger and the other transactions contemplated hereby, includinghereby that consist of the following: (i) all legal, accounting, financial advisory, consulting, finders’ finders and all other fees and expenses of third parties providing services in connection with this Agreement and the transactions contemplated hereby that are incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any “single trigger” bonus, severance, change-in-control payments, accelerated commissions, payments or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing)hereby; (iii) any terminationthe maximum amount of premiums, pre-paymentTaxes, balloon or similar costs, fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by the Company or any of its Subsidiaries at or prior payable to the Closing or resulting from the early termination of Contractsbrokers, in each casefinders, resulting fromfinancial advisors, investment bankers, and insurers, or similar Persons notwithstanding any escrows or other contingencies in connection with, with the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included hereby, including in Closing Indebtedness)connection with the Company D&O Tail Policy; (iv) any severance payments in connection excess of One Hundred Thousand Dollars ($100,000) (the “Severance Payment Cap”) payable to any Non-Continuing Employees who did not receive an offer of employment from Buyer on terms contemplated by Section 7.5(c)(i) hereof within seven (7) Business Days following the Agreement Date; and (v) all Transaction Payroll Taxes provided, however, Third-Party Expenses shall exclude and Buyer shall be responsible for (A) all retention payments payable or equity awards granted by Buyer pursuant to the terms of any Offer Letter or other post-Closing employment arrangement with any change in control obligations resulting from Buyer (or its designated Affiliate), (B) all fees and expenses of third parties incurred by Buyer and Merger Sub in connection with the Merger negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, (C) any severance payments up to and including the Severance Payment Cap payable to any Non-Continuing Employees who did not receive an Offer Letter in accordance with Section 7.5(c)(i) hereof (and any Taxes payable in connection therewith) (“Buyer Severance Costs”), (D) any compensation, benefits or compensatory payments made to any Continuing Employees post-Closing pursuant to their respective employment arrangements with Buyer (or its designated Affiliate) or at Buyer’s (or its designated Affiliate’s) direction, (E) any compensation pursuant to “double-trigger” arrangements triggered by actions of Buyer after the Closing Date, (F) all Audit Costs and (G) all filings fees in connection with the transactions contemplated by this Agreement or any Related Agreement, or any payment or consideration arising including under or in relation to obtaining any consentsthe HSR Act. For the avoidance of doubt, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; (v) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided, however, that (x) Third Party Expenses shall exclude any Required Financials Expenses, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and expenses shall be double counted when calculating Third Third-Party Expenses. The Company shall use its commercially reasonable efforts to pay or cause to be paid all unpaid Third Party Expenses prior to or contemporaneous with the Closing.

Third Party Expenses. (a) Whether or not the Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company Securityholders shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Total Closing Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees costs, fees, expenses, and expenses incurred consideration incurred, due, or payable by or on behalf of the Company or any Subsidiary Company Entity in connection with the (i) Merger and other transactions contemplated under this Agreement or any related matters or (ii) in connection with any underwriting, equity or debt financing, refinancing, recapitalization, change in control transaction, business combination transaction, sale or exclusive license of any material assets outside of the ordinary course of business undertaken by or contemplated by any Company Entity prior to the Closing (the matters referenced in clauses (i) and (ii), collectively, “Extraordinary Matters”), in each case, to the extent not paid as of the Closing (whether or not paid or payable prior to, at or after the Effective Time) in connection with this AgreementClosing), the Merger and the other transactions contemplated hereby, including: including (iA) all legal, accounting, financial advisory, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of the or otherwise required to be paid by any Company or any Subsidiary Entity in connection with any Extraordinary Matter or the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated herebythereof; (iiB) any change of control or transaction bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)provisions) of the any Company or any Subsidiary to Employees Entity resulting from, or in connection with, any Extraordinary Matter, including payments under the transactions contemplated hereby Transaction Bonus Agreements (in each case, that are adopted by together with the Company (and not Acquiror employer portion of any payroll or any of its Affiliates) at or prior to the Closingsimilar Taxes incurred in connection therewith); (iiiC) any termination, prepayments or liabilities to third-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary parties arising under any a Contract entered into by the any Company or any of its Subsidiaries at or Entity prior to the Closing as a result of any consent, waiver or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control obligations resulting from or in connection with the Merger or any of the transactions contemplated by this Agreement, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals approval of any party under any Contract as may be required pursuant to the express terms of the Company or any Subsidiary as are required such Contract in connection with the Merger order for any such Contract to remain in full force and effect following the Closing (excluding any payments or resulting from agreed-upon modification or early termination liabilities incurred as a result of any such Contract, in each case, pursuant to any Contract entered into actions or omissions of Acquiror or its Affiliates made voluntarily after the Closing that are not required by the Company or any terms of its Subsidiaries at or prior to the Closingsuch Contracts); (vD) 50% of any Transfer Taxes incurred as a result of the Merger or other transactions contemplated under this Agreement; (E) the Purchase Price (as defined in the Contribution Transfer Agreement); and (F) the costs and expenses of the Company D&O Tail Policy to Policy. For the extent not paid by the Company prior to the Closing Date; providedavoidance of doubt, howeverno fees, that (x) Third Party Expenses shall exclude any Required Financials Expenses, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and Taxes or expenses shall be double counted when calculating Third Party Expenses. The Company , and shall use its commercially reasonable efforts not result in an adjustment to pay or cause the Total Closing Consideration to be paid all unpaid Third Party Expenses prior to or contemporaneous with the Closingextent already included in such calculation.

Third Party Expenses. (a) Whether or not the Merger is consummated, except as expressly set forth herein, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, “Third-Party Expenses” means, and the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary prior to the Effective Time (and whether or not paid or payable prior to, at or after the Effective Time) in connection with this Agreement, the Related Agreements, the Merger and the other transactions contemplated hereby, includinghereby that consist of the following: (i) all legal, accounting, financial advisory, consulting, finders’ finders and all other fees and expenses of third parties providing services in connection with this Agreement and the transactions contemplated hereby that are incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any “single trigger” bonus, severance, change-in-control payments, accelerated commissions, payments or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing)hereby; (iii) any terminationthe maximum amount of premiums, pre-paymentTaxes, balloon or similar costs, fees or payments payable to brokers, finders, financial advisors, investment bankers, and insurers, or similar Persons notwithstanding any escrows or other contingencies in connection with the transactions contemplated hereby, including in connection with the Company D&O Tail Policy; and (iv) 50% of any filings fees in connection with the transactions contemplated by this Agreement or any Related Agreement, including penaltiesunder the HSR Act; provided, however, Third-Party Expenses shall exclude (A) all retention payments payable or equity awards granted by Buyer pursuant to the terms of any Offer Letter or other post-Closing employment arrangement with Buyer (or its designated Affiliate), (B) all fees and expenses of third parties incurred by Buyer and Merger Sub in connection with the negotiation and effectuation of the Company or any Subsidiary arising under any Contract entered into by the Company or any terms and conditions of its Subsidiaries at or prior to the Closing or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, this Agreement and the transactions contemplated hereby (it being understood that this clause excluding the filing fee under the HSR Act), (iii) shall not include any amounts included in Closing Indebtedness); (ivC) any severance payments payable to any Non-Continuing Employees who did not receive an offer of employment from Buyer within fifteen (15) Business Days of the Agreement Date, (D) any compensation, benefits or compensatory payments made to any Continuing Employees post-Closing pursuant to their respective employment arrangements with Buyer (or its designated Affiliate) or at Buyer’s (or its designated Affiliate’s) direction, (E) any compensation pursuant to “double-trigger” arrangements triggered by actions of Buyer after the Closing Date, (F) all Transaction Payroll Taxes and (G) 50% of any filings fees in connection with any change in control obligations resulting from or in connection with the Merger or any of the transactions contemplated by this Agreement or any Related Agreement, or any payment or consideration arising including under or in relation to obtaining any consentsthe HSR Act. For the avoidance of doubt, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; (v) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided, however, that (x) Third Party Expenses shall exclude any Required Financials Expenses, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and expenses shall be double counted when calculating Third Third-Party Expenses. The Company shall use its commercially reasonable efforts to pay or cause to be paid all unpaid Third Party Expenses prior to or contemporaneous with the Closing.

Third Party Expenses. (a) Whether or not the First Merger is consummated, except as otherwise expressly provided herein, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary (and whether or not paid or payable prior to, at or after the Effective Time) in connection with this Agreement, the First Merger and the other transactions contemplated hereby, including: (i) all legal, accounting, financial advisory, consulting, finders’ finders and all other fees and expenses of third parties incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, including costs incurred in connection with the purchase of the Tail Policy; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by on account of outstanding Indebtedness of the Company or any of its Subsidiaries at or prior to the Closing Subsidiary, or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iiiii) shall not include any amounts included in Closing Indebtedness); (iii) any bonus, commission, or other incentive compensation payment or other obligation of any kind payable or owed by the Company to service providers of the Company arising out of or in connection with the transaction and any severance (including such severance costs incurred pursuant to Section 7.6(h)) or change-in-control payments or other obligations (including payments with either “single-trigger” or “double-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby, including any payments made pursuant to Section 7.6(f); (iv) any Transaction Payroll Taxes associated with amounts paid on or about the Closing Date; and (v) any payments in connection with any change in control obligations resulting from or in connection with the Merger Mergers or any of the transactions contemplated by this Agreement, or any payment or consideration (including, without limitation, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty) in connection with notices or consents required in connection with Lease Agreements) arising under or in relation to obtaining any consents, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger Mergers for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant all of which shall be subject to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; Parent’s approval (clauses (i) – (v) ), collectively, the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided, however, that (x) “Third Party Expenses shall exclude any Required Financials Expenses”). For the avoidance of doubt, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and expenses shall be double counted when calculating Third Party Expenses, and Third Party Expenses shall not include Taxes (other than Transaction Payroll Taxes associated with amounts paid on or about the Closing Date). (b) At least four (4) Business Days prior to the Closing, the Company shall provide Parent with a statement, in a form reasonably satisfactory to Parent, setting forth all paid and Unpaid Third Party Expenses incurred by or on behalf of the Company or any Subsidiary as of the Closing Date, or anticipated to be incurred or payable by or on behalf of the Company or any Subsidiary after the Closing (the “Statement of Expenses”). The Company shall use its commercially reasonable efforts deliver, from each vendor or other payee on the Statement of Expenses, an invoice or statement setting forth the amounts required to pay or cause to be paid all unpaid off in full on the Closing Date, the Third Party Expenses owing to such vendor or other payee and wire transfer information for such payment. The Company shall take all necessary action to ensure that Third Party Expenses shall not be incurred by the Company after the Closing Date without the express prior to or contemporaneous with the Closingwritten consent of Parent. No Subsidiary shall incur any Third Party Expenses.

Third Party Expenses. (a) Whether or not the Merger is Mergers are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company Securityholders shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement or similar obligation) the Company (or any Subsidiary of its successors), and (whether or 2) not paid as of immediately prior to or payable prior to, at or after the First Effective Time) , in each case in connection with this Agreement, the Merger Mergers and the other transactions contemplated hereby, including: (i) all legal, accountingaccounting (including the Incurred Audit Costs), financial advisory, investment banking, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing)hereby; (iii) any termination, prepayments or Liabilities to third-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary parties arising under any a Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing or resulting from the early termination for any reason as a result of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control obligations resulting from or in connection with the Merger Mergers or any of the other transactions contemplated by this Agreement, or including any payment or consideration arising under or in relation to obtaining any consentsconsent, waivers waiver or approvals approval of any party under any Contract of the Company or any Subsidiary as are may be required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; and (viv) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; providedprovided that, howeverfor the avoidance of doubt, that (x) Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude any Required Financials Expenses, Excluded Severance Costs, Closing Indebtedness and -52- Excluded Payroll Processor Costs, Closing Net Working Capital and (yC) shall not include any fees or expenses to the extent paid by the Company prior to the Closing. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses. The Company Expenses and no fees and expenses shall use its commercially reasonable efforts to pay or cause to be paid all unpaid counted as Third Party Expenses prior to the extent otherwise taken into account in Closing Net Working Capital or contemporaneous with the ClosingIndebtedness.

Third Party Expenses. (a) Whether or not the Merger is Contemplated Transactions are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Timeany Closing) with respect to the negotiation, execution, delivery and performance of this Agreement, other than Agreement and the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company shall be responsible for all Third Party ExpensesAncillary Documents. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary Seller (whether or not paid or payable prior to, at or after the Effective TimeClosing) in connection with this Agreement, the Merger Agreement and the other transactions contemplated herebyContemplated Transactions, including: (i) all legal, accounting, financial advisory, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of the Company or any Subsidiary Seller in connection with the negotiation and effectuation of the terms and conditions of this Agreement Agreement, the Ancillary Documents, the Dissolution and the transactions contemplated herebyContemplated Transactions; (ii) any bonus, severance, retention, change-in-control payments, accelerated commissions, commissions or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)provisions) of the Company or any Subsidiary to Employees Personnel resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (Contemplated Transactions; and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control control, corporate transaction or similar obligations or Liabilities resulting from from, or in connection with the Merger or with, any of the transactions contemplated by this AgreementContemplated Transactions, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger Contemplated Transactions for any such Contract to remain in full force and effect following the Closing or resulting from any assignment of any Contract, or rights or interests therein, or any agreed-upon modification or early termination of any such ContractContract resulting from, or in each caseconnection with, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; (v) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided, however, that (x) Third Party Expenses shall exclude any Required Financials Expenses, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and expenses shall be double counted when calculating Third Party Expenses. The Company shall use its commercially reasonable efforts to pay or cause to be paid all unpaid Third Party Expenses prior to or contemporaneous with the ClosingContemplated Transactions.

Third Party Expenses. (a) Whether or not the Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, “Third Party Expenses” means, and the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary (and whether or not paid or payable prior to, at or after the Effective Time) in connection with this Agreement, the Related Agreements, the Merger and the other transactions contemplated hereby, includinghereby that consist of the following: (i) all legal, accounting, financial advisory, consulting, finders’ finders and all other fees and expenses of third parties providing services in connection with this Agreement and the transactions contemplated hereby that are incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iiiii) shall not include any amounts included in Closing Indebtedness); (iii) any “single trigger” bonus, severance, change-in-control payments or similar payment obligations of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby; (iv) the maximum amount of premiums, Taxes, costs, fees or payments payable to brokers, finders, financial advisors, investment bankers, and insurers, or similar Persons notwithstanding any payments in connection with any change in control obligations resulting from escrows or other contingencies in connection with the Merger or any transactions contemplated hereby, including in connection with the Company D&O Tail Policy, (v) 50% of the transactions contemplated by this Agreement, or Policy Premium (subject to the Premium Cap); (vi) any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any party under any Contract of the Company or any Subsidiary described in Section 7.3 as are required in connection with the Merger according to the express terms of such Contract for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract; and (vii) fifty percent (50%) of all Transaction Payroll Taxes; provided, in each casehowever, Third Party Expenses shall exclude (A) all retention payments payable or equity awards granted by Buyer pursuant to the terms of any Contract entered into by the Company Offer Letter or any of its Subsidiaries at or prior to the Closing; other post-Closing employment arrangement with Buyer, (vB) the costs all fees and expenses of third parties incurred by Buyer and Merger Sub in connection with the Company D&O Tail Policy negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby (including the filing fee under the HSR Act), (C) any severance payments payable to the extent any Non-Continuing Employees who did not paid by the Company receive an offer of employment from Buyer prior to the Closing Date; provided, however(D) 50% of the Policy Premium, that (xE) Third Party Expenses shall exclude any Required Financials Expensescompensation pursuant to “double-trigger” arrangements triggered by actions of Buyer after the Closing Date, Excluded Severance Costs(F) any compensation, and -52- Excluded Payroll Processor Costsbenefits or compensatory payments made to any Continuing Employees post-Closing pursuant to their respective employment arrangements with Buyer or at Buyer’s direction, and (yG) fifty percent (50%) of all Transaction Payroll Taxes. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses. The Company shall use its commercially reasonable efforts to pay or cause to be paid all unpaid Third Party Expenses prior to or contemporaneous with the Closing.

Third Party Expenses. (a) Whether or not the Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary (and whether or not paid or payable prior to, at or after the Effective Time) in connection with this Agreement, the Merger and the other transactions contemplated hereby, including: (i) all legal, accounting, financial advisory, consulting, finders’ finders and all other fees and expenses of third parties incurred by or on behalf of the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by on account of outstanding Indebtedness of the Company or any of its Subsidiaries at or prior to the Closing Subsidiary, or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iiiii) shall not include any amounts included in Closing Indebtedness); (iii) any bonus, severance, change-in-control payments or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby, including to any Ineligible Employees; (iv) any payments in connection with any change in control obligations resulting from or in connection with the Merger or any of the transactions contemplated by this Agreement, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any party under any Contract of the Company or any Subsidiary as are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; (v) the costs cost of any tail coverage contemplated by Section 7.11(b) and expenses (vi) the value of the Company D&O Tail Policy any Acquiror Restricted Stock Unit Award to the extent not paid contemplated by Section 7.6(h) (clauses (i) – (vi), collectively, the Company prior to the Closing Date; provided, however, that (x) “Third Party Expenses shall exclude any Required Financials Expenses”). For the avoidance of doubt, Excluded Severance Costs, and -52- Excluded Payroll Processor Costs, and (y) no fees and expenses shall be double counted when calculating Third Party Expenses. (b) At least three (3) Business Day prior to the Closing, the Company shall provide Acquiror with a statement, in a form reasonably satisfactory to Acquiror, setting forth all paid and unpaid Third Party Expenses incurred by or on behalf of the Company or any Subsidiary as of the Closing Date, or anticipated to be incurred or payable by or on behalf of the Company or any Subsidiary after the Closing (the “Statement of Expenses”). The Company shall use its commercially reasonable efforts take all necessary action to pay or cause to be paid all unpaid ensure that Third Party Expenses shall not be incurred by the Company after the Closing Date without the express prior to or contemporaneous with the Closingwritten consent of Acquiror. No Subsidiary shall incur any Third Party Expenses.