Expenses

Effective July 1, 2018, the section titled "Expenses" on pages 53-55 of the Statement of Additional Information shall be replaced in its entirety as follows: Subject to the expense limitations described below, the Funds pay all

Section 9.01 Expenses. Except as otherwise expressly provided in this Agreement, the Parties agree that all out-of-pocket expenses of the Parties relating to this Agreement or the transactions contemplated under this Agreement, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

The Company shall reimburse Executive for all normal, usual and necessary expenses incurred by Executive in furtherance of the business and affairs of the Company, including without limitation reasonable travel, lodging, meals, and entertainment, upon timely receipt by the Company of appropriate vouchers or other proof of Executive's expenditures and otherwise in accordance with any expense reimbursement policy as may from time to time be adopted by the Company. Such reimbursements will be made in a timely manner and in accordance with the policies of the Company, but in no event later than December 31 of the year following the year in which Executive incurs such expense. The amount of expenses eligible for reimbursement during one year will not affect the expenses eligible for reimbursement in any other year, and is not subject to liquidation or exchange for another benefit.

Except as otherwise provided in this Agreement, whether or not the Acquisition is consummated, all expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such expenses. As used in this Agreement, "expenses" means the out-of-pocket fees and expenses of the financial advisor, counsel and accountants incurred in connection with this Agreement and the transactions contemplated hereby.

Except as otherwise set forth in this Agreement, each Party shall pay its own costs and expenses of, and incidental to, the negotiation, preparation, execution and performance by it of this Agreement and any other Transaction Documents; provided that, at the Closing, the Company shall reimburse all reasonable costs and expenses (including all reasonable costs and expenses in conducting due diligence investigations on the Group Companies and in preparing, negotiating and executing all documentation in connection with the transactions contemplated hereunder) incurred by the Series F Investor for an amount up to US$200,000.

The Premium Parties will bear all of 4Front Parties' reasonable attorney's fees incurred in connection with the negotiation of this Termination Agreement up to an aggregate amount of $20,000.00 (the "Expenses Cap"). As of the date hereof, the Premium Parties have made two separate deposits with Saul Ewing Arnstein & Lehr, LP (the 4Front Parties' counsel) in the aggregate of $6,000.00 to cover such costs. If the 4Front Parties incur less than $6,000.00 in connection with the negotiation of this Termination Agreement as of the Termination Date, the 4Front Parties will return the difference to the Premium Parties on the Termination Date. If the 4Front Parties incur more than $6,000.00 in connection with this Termination Agreement as of the Termination Date, upon delivery to the Premium Parties of invoices substantiating such fees, the Premium Parties will pay the difference to the 4Front Parties (or as they direct) on the Termination Date up to the Expenses Cap.

Each Party shall pay all of the costs and expenses (including, without limitation, legal fees and expenses) incurred by it in negotiating and preparing this Agreement (and all other agreements, certificates, instruments and documents executed in connection herewith) and in consummating the transactions contemplated hereby.

Each Party shall pay all of the costs and expenses (including, without limitation, legal fees and expenses) incurred by it in negotiating and preparing this Agreement (and all other agreements, certificates, instruments and documents executed in connection herewith) and in consummating the transactions contemplated hereby.

[Company1] and [Company2] shall be responsible for all expenses incurred by its JPT members in connection with performing their duties hereunder, including all costs of travel, lodging and meals.

Distributor shall not incur any expenses chargeable to Supplier, unless specifically authorized in writing by Supplier or as provided for in this Agreement.

The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

Except as expressly set forth in this Agreement, all fees, costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement will be borne by the Party incurring such fees, costs or expenses.

To the extent set forth in the applicable SOW, appropriate travel and reasonable out-of-pocket expenses incurred by Supplier in connection with the Services performed shall be invoiced and reimbursed by Company to Supplier. Supplier agrees that any such expenses for which Supplier shall seek reimbursement from Company shall be in accordance with Company's general policies for such expenses applicable to providers of goods and/or services to Company and must be approved in writing in advance by Company.

Each Channel Partner will be responsible for, and will pay, all expenses incurred by such Channel Partner in connection with the performance of its obligations under this Agreement, except as expressly otherwise agreed by the Channel Partners.

Executive shall be reimbursed by the Company monthly for the ordinary and necessary reasonable business expenses incurred by Executive in the performance of Executive's duties for the Company, including travel and lodging expenses, meals, client entertainment, and cell phone expenses, all in accordance with Company policy; provided that Executive shall first document said business expenses in the manner generally required by the Company under its policies and procedures, and in any event, in the manner required to meet applicable regulations of the Internal Revenue Service relating to the deductibility of such expenses.

If the Company or any Member is required to pay expenses pursuant to the Registration Rights Agreement, each Member who offered to sell Merger Shares shall bear their pro rata share of the expenses.

Property expenses [Property.Expenses] General and administrative [General.Administrative] Abandoned pursuit expense [Abandoned.Pursuit.Expense] Depreciation expense [Depreciation.Expense] Total expenses [Total.Expenses]

"Expenses" means, with respect to any party hereto, all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial institutions, experts and consultants to such party and its Affiliates) actually incurred or accrued by such party or its Affiliates or on its or their behalf or for which it or they are liable in connection with or related to the authorization, preparation, negotiation, execution and performance of the Transactions, the preparation, printing, filing and mailing of the Schedule 13E-3 and the Proxy Statement, the solicitation of shareholder approval, the filing of any required notices under applicable Laws (including those related to Requisite Regulatory Approvals) and all other matters related to the closing of the Transactions.

In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representative's or any Underwriters' breach or default with respect to any of its material obligations pursuant to this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.10 hereof.

Except as otherwise provided in this Agreement, whether or not the Asset Purchase is consummated, all costs and expenses incurred in connection with the Asset Purchase, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring or required to incur such expenses; provided that Buyer shall pay all filing fees required under the HSR Act and all fees and expenses of the Escrow Agent.

Distributor shall not incur any expenses chargeable to Supplier, unless specifically authorized in writing by Supplier or as provided for in this Agreement.