definiens: ( and anysimilar construction ) means, with regard to each Securityholder or Indemnitor ( as applicable ), liability that is not jointwith other Securityholders or Indemnitors ( as applicable ), and that is determined on a proportional basis with otherSecurityholders or Indemnitors ( as applicable ) as follows:(a ) for Fanelli Haag PLLC, a percentage equal to the quotient of:(1 ) the sum of ( A ) the value of the Closing Consideration Shares ( based on the applicable DeemedShare Value ) issued to Fanelli Haag PLLC, plus ( B ) the Closing Consideration Cash Payment made toFanelli Haag PLLC, plus ( C ) the Transaction Success Fee paid to Fanelli Haag PLLC at the Closing as aCompany Expense ( as determined pursuant to the engagement letter between the Company and FanelliHaag PLLC, as amended and in effect at the Effective Time ) ( such Transaction Success Fee paid atClosing, the ), divided by:(2 ) the sum of ( A ) the aggregate value of the Closing Consideration Shares ( based on the applicableDeemed Share Value ), plus ( B ) the Closing Consideration Cash Payment, plus ( C ) the Fanelli Haag SuccessFee ; and(b ) for each other Securityholder or Indemnitor ( as applicable):(1 ) the sum of ( A ) the value of the Closing Consideration Shares ( based on the applicable DeemedShare Value ) issued to such person, plus ( B ) the Closing Consideration Cash Payment made to suchperson, divided by(2 ) the sum of ( A ) the aggregate value of the Closing Consideration Shares ( based on the applicableDeemed Share Value ), plus ( B ) the Closing Consideration Cash Payment, plus ( C ) the Fanelli Haag SuccessFee