definiens: means all out - of - pocket costs, fees and expenses of the Company, any officer, directoror employee of the Company or any Company Securityholder ( including any fees and expenses of any of their respectiveagents, representatives ( including the Representative acting in the Representative ’s capacity as the Representative ), brokers, finders, legal counsel, financial advisors, investment bankers and accountants ) incurred by, paid by, or to be paid by theCompany in connection with the Merger and this Agreement ( and the related letter of intent ) and the transactionscontemplated by this Agreement, including the premium for the Tail Policy, any fees or expenses related to the EscrowAccount and any negotiation, legal, travel and due diligence expenses, in each case that remain unpaid as 8 of the Closing . Any Merger Expenses that have not been set forth on the Consideration Certificate are collectively referred toas means the common stock of Merger Sub