definiens: means the aggregate amount of any and all costs, fees and expenses properly and reasonably incurred by oron behalf of, or paid or to be paid by, the ( i ) Company or any of its Subsidiaries or ( ii ) any stockholder or any Person that the Companyhas agreed to pay or reimburse or is otherwise legally obligated to pay or reimburse, in each case in connection with the negotiation, preparation, documentation or execution of this Agreement or the performance or consummation of the Transactions contemplatedhereby, including ( a ) all costs, fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors ( includingany amount paid or to be paid to the Company ’s accountants above $ [ * * * ] related to the auditing of the Company ’s financial statementsfor the year ended December 31, 2020 ), and any other experts or similar Persons in connection with the transactions contemplatedhereby, whether or not such costs, fees and expenses have been assessed or billed prior to the Closing ; ( b ) all brokers ’, investmentbanking, finders ’ or similar fees in connection with the transactions contemplated hereby, including the fee assessed by SVB LeerinkLLC ; ( c ) the amount of any change of control, severance ( including the severance fee payable to Kevin S. Boyle, Sr . as per hisemployment agreement with the Company dated June 5, 2020, as amended May 3, 2021 ), retention, or transaction bonus to be paid toany current or former director, manager, officer, employee, agent, consultant, contractor, advisor or other representative of the Companyor any of its Subsidiaries which is contingent upon, or is triggered or accelerated by reason of or as a result of, the execution of thisAgreement or the consummation of the transactions contemplated hereby ; ( d ) fifty percent ( 50 % ) of the cost of the Company D&O TailPolicy ( as defined in Section 7.14 ) ; ( e ) the Representative ’s engagement fee of $ [ * * * ] as provided in that certain engagement letterbetween the Representative and the Share Recipients dated May 4, 2021 and the Representative ’s Expense 11Fund ( as defined in Section 3.6(e ) ) ; ( f ) any irrecoverable VAT payable or borne by the Company or any of its Subsidiaries with respect toany of the foregoing and ( g ) all Transaction Payroll Taxes