Selling Shareholder Expenses

Selling Shareholder Expenses. Mean the expenses of the Elliott Parties incurred in connection with the matters contemplated by this letter agreement, including: (A) any underwriting discounts or commissions, (B) broker or dealer commissions, (C) any fees and expenses of brokers or counsel to an Elliott Party, (D) any internal Elliott Party expenses, (E) SEC filing fees and (F) transfer taxes applicable to Eligible Securities.