definiens: ) Second Tranche Amount ( asdefined below ) $ 5,000 less the NominalPayment ( as calculated below ) For purposes hereof, the term shall be a dollar amount equal to thedifference between ( i ) $ 15,000,000 and ( ii ) the aggregate net proceeds ( after deduction for any reasonableand ordinary broker fees and commissions or other reasonable customary costs, charges or expensessolely and directly incurred in connection with ordinary broker sales of common shares on the NasdaqGlobal Market up to the Expense Cap ( as defined below ) ( for clarity, any of the foregoing amounts inexcess of the Expense Cap shall not be so deducted ), but without deduction for any other amountsincluding applicable taxes ( other than any applicable stamp duties imposed on [COMPANY] ) received by or onbehalf of [COMPANY] in connection with selling the First Tranche Shares ( the )