Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. (a) If any Indemnified Party becomes aware of any Losses for which such Indemnified Party will seek indemnification, such Indemnified Party shall deliver to the Shareholders’ Agent, on or before the Termination Date, a certificate signed by any authorized signatory of the Indemnified Party (a “Claim Certificate”) stating that with respect to the indemnification obligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy in, or breach of warranty, representation or covenant to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matter. If the Shareholders’ Agent does not object to such claims within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent, then Parent shall be entitled to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Agent may object to the claim on the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreement.

Claims for Indemnification. (a) If any Indemnified Party Kintera or the Purchaser becomes aware of any Losses for which such Indemnified Party Kintera or the Purchaser will seek indemnification, such Indemnified Party Kintera or the Purchaser shall deliver to the Shareholders’ Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of Kintera or the Indemnified Party Purchaser (a “Claim an "Officer's Certificate”") stating that with respect to the indemnification obligations set forth in Section 7.28.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation covenant or covenant claim to which such item is related and an estimate of attorney’s 's fees and expenses necessary to conclude the matter. If the Shareholders’ Securityholders' Agent does not object to such claims within thirty (30) calendar days after of the delivery of the Claim Officer's Certificate to the Shareholders’ Securityholders' Agent, then Parent after delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Agent may object received from Escrow having an aggregate Stated Price equal to the claim on Reimbursable Losses, and in such event the Claim Certificate by delivery Escrow Agent shall deliver to Kintera the Indemnified Party foregoing number of such objection in writing within thirty (30) calendar days after the delivery Escrow Securities. Kintera shall notify each of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection Indemnifying Parties of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as number of Shares that are subject to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth hereincancellation. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreement.

Claims for Indemnification. With respect to any claim by an -------------------------- Esperion Indemnified Party pursuant to Section 2(a) above: (a) If any Indemnified Party becomes aware Subject to Section 6(b) below, upon receipt of any Losses for Claim Certificate, the Escrow Agent shall on that date which such Indemnified Party will seek indemnification, such Indemnified Party shall deliver is thirty (30) business days after delivery to the Shareholders’ Agent, on or before Talaria Stockholder Representative and the Termination Date, a certificate signed by any authorized signatory Escrow Agent of the Indemnified Party (a “such Claim Certificate”) stating that with respect , pay to Esperion to the indemnification obligations extent that the Escrow Fund is sufficient for such purpose, the amount set forth in Section 7.2such Claim Certificate. (b) Unless, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy in, or breach of warranty, representation or covenant to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matter. If the Shareholders’ Agent does not object to such claims within thirty (30) calendar business days after the delivery of the Claim Certificate to the Shareholders’ Agent, then Parent shall be entitled to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Agent may object to the claim on the Claim Certificate by delivery to the Indemnified Party Talaria Stockholder Representative of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party Talaria Stockholder Representative gives written notice to Esperion, the Surviving Corporation and the Escrow Agent that it disputes the claim for indemnity asserted in such Claim Certificate (a "Claim Denial"), such Claim Certificate ------------ shall have thirty (30) days to respond in a written statement constitute full authority to the objection of Escrow Agent to take the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth action provided for in a Claim Certificatethe preceding paragraph and shall be conclusive on all parties hereto, including the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties Talaria Stockholders, with respect to each such claim for indemnity hereunder by any of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth hereinEsperion Indemnification Parties. (c) If no agreement can be reached after good faith negotiation between the parties pursuant Talaria Stockholder Representative delivers a Claim Denial to (b) aboveEsperion, the Indemnified Party Surviving Corporation and the Escrow Agent, the Escrow Agent shall not make any payment to Esperion or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated Surviving Corporation pursuant to this Section 7.3 6 until (i) it receives the written consent of the Talaria Stockholder Representative, or (ii) there is a final determination of a court or competent jurisdiction with respect to the dispute at issue (a "Final ----- Determination") in favor of the Esperion Indemnified Parties adjudging that the ------------- Talaria Stockholders are liable for an amount claimed thereunder; in which case the Escrow Agent shall be arbitrated in accordance with pay the provisions amount of Section 9.2 of this Agreementthe Escrow Fund authorized pursuant thereto.

Claims for Indemnification. (a) If any Indemnified Party Kintera or the Merger Sub becomes aware of any Losses for which such Indemnified Party any member of the Purchaser Group will seek indemnification, such Indemnified Party Kintera or the Merger Sub shall deliver to the Shareholders’ Escrow Agent, with a copy to the Stockholders' Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of Kintera or the Indemnified Party Merger Sub (a “Claim an "Officer's Certificate”") stating that with respect to the indemnification obligations set forth in Section 7.28.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation covenant or covenant claim to which such item is related and an estimate of attorney’s 's fees and expenses necessary to conclude the matter. If the Shareholders’ Stockholders' Agent does not object to such claims within thirty (30) calendar days after of the delivery of the Claim Officer's Certificate to the Shareholders’ Stockholders' Agent, then Parent after delivery of a written notice of cancellation (the "Cancellation Notice") to the Stockholders' Agent, Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Agent may object received from Escrow having an aggregate Stated Price equal to the claim on Reimbursable Losses, and in such event the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Escrow Agent shall so object in writing deliver to any claim or claims by an Indemnified Party made in any Claim Certificate, Kintera the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection foregoing number of the Shareholders’ AgentEscrow Securities. If after the Stockholders' Agent objects to such second claims within such thirty (30) day period there remains a dispute as period, Kintera shall not receive from the Escrow Agent shares of Escrow Securities and shall not notify the Escrow Agent to any claims set forth in a Claim Certificate, release to Kintera shares of Escrow Securities until such objection is resolved to the Shareholders’ mutual satisfaction of Stockholders' Agent and the relevant Indemnified Party Kintera or pursuant to a final, non-appealable court order. Kintera shall attempt in good faith for sixty (60) days to agree upon the rights notify each of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration Indemnifying Parties of the matter. Any conflicts arbitrated pursuant number of Shares that are subject to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreementcancellation.

Claims for Indemnification. (a) If any Indemnified Party Kintera or the Merger Sub becomes aware of any Losses for which such Indemnified Party Kintera or the Merger Sub will seek indemnification, such Indemnified Party Kintera or the Merger Sub shall deliver to the Shareholders’ Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of Kintera or the Indemnified Party Merger Sub (a “Claim an "Officer's Certificate”") stating that with respect to the indemnification obligations set forth in Section 7.28.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation covenant or covenant claim to which such item is related and an estimate of attorney’s 's fees and expenses necessary to conclude the matter. If the Shareholders’ Securityholders' Agent does not object to such claims within thirty twenty (3020) calendar days after of the delivery of the Claim Officer's Certificate to the Shareholders’ Securityholders' Agent, then Parent Kintera shall be entitled to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ receive from the Escrow Agent may object to the claim on the Claim Certificate by delivery to the Indemnified Party shares of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim CertificateEscrow Securities, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement cancel Substituted Options for Shares, each on a pro rata basis as among all holders of *** Substituted Options, with all such Shares to be received from Escrow or subject to canceled Substituted Options having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. If the Securityholders' Agent has not objected to such claims, and the Reimbursable Losses exceed the aggregate Stated Price of the remaining Escrow Securities, then Kintera shall be entitled, upon delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent, to (i) (a) receive from the Escrow Agent all remaining shares of Escrow Securities and (b) cancel Substituted Options to purchase Shares in the same proportion for all holders of *** Substituted Options as set forth herein. the remaining Escrow Securities bears to all Shares, including Shares subject to Substituted Options (cas adjusted for stock splits, dividends, recombinations and the like), then (ii) If no agreement can cancel remaining *** Substituted Options to purchase Shares on a pro rata basis among all holders of *** Substituted Options, with all such Shares to be reached after good faith negotiation between the parties received from Escrow, subject to canceled Substituted Options and canceled Shares pursuant to (bi) aboveand (ii) above having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the remaining Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation, *** and the number of Shares subject to canceled Substituted Options. At such time, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration stockholders and holders of the matter. Any conflicts arbitrated Substituted Options shall promptly surrender any stock certificate(s) evidencing Shares cancelled pursuant to this Section 7.3 8 and any agreements representing cancelled Substituted Options, provided that surrender of such certificate(s) or agreements representing Substituted Options shall not be a condition to the cancellation of such Shares or Substituted Options and such Shares and Substituted Options shall be arbitrated in accordance with deemed cancelled when the provisions of Cancellation Notice is given by Kintera pursuant to this Section 9.2 of this Agreement8.6.

Claims for Indemnification. (a) If any Indemnified Party becomes aware of any Losses for which such Indemnified Party will In order to seek indemnificationindemnification under Section 7.2, such Indemnified Party Parent shall deliver an Officer’s Certificate to the Shareholders’ Agent, Stockholder Representative and the Escrow Agent to be received by them at any time on or before the Termination Survival Date; provided, however, Parent may seek indemnification (i) for a breach of a representation and warranty of the Company contained in Section 2.2 hereof, by delivering an Officer’s Certificate to the Stockholder Representative on or before the third anniversary of the Closing Date, and (ii) for a breach of a representation and warranty of the Company contained in Section 2.11 hereof, by delivering an Officer’s Certificate to the Stockholder Representative before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Escrow Agent shall promptly, and in no event later than the thirty-fifth (35th) day after its receipt of the Officer’s Certificate, deliver to the Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in such Officer’s Certificate. Any payment from the Escrow Fund to Indemnified Parties shall be made in whole shares of Parent Common Stock (valuing each share of Parent Common Stock equal to the Signing Price) and shall be deemed to have been made pro rata amongst the Stockholders based on the aggregate amounts deposited into the Escrow Fund on each such Stockholder’s behalf. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any authorized signatory officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur or accrue, Losses for which the Indemnified Party (a “Claim Certificate”) stating that with respect is entitled to the indemnification obligations set forth in under Section 7.2, Losses exist and (2) specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued or aroseaccrued, and the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation warranty or covenant to which such item is related related, and (3) specifying the number of whole shares of Parent Common Stock represented by such Losses. In the event that Parent, in accordance with Section 7.3(b), shall deliver an estimate of attorneyOfficer’s fees and expenses necessary to conclude the matter. If the Shareholders’ Agent does not object to such claims within thirty (30) calendar days after the delivery Certificate for Losses in excess of the Claim Certificate available Escrow Fund, any Earnout Consideration that may become payable pursuant to ARTICLE VIII hereof shall not be paid to the Shareholders’ Agent, then Parent shall be entitled to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Exchange Agent may object to the claim on extent that the Claim Losses claimed in such Officer’s Certificate by delivery to exceed the Indemnified Party available Escrow Fund but would not result in the limit of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims liability set forth in a Claim Certificate, Section 7.6 to be exceeded (the Shareholders’ Agent and the relevant Indemnified Party shall attempt amount of such Losses in good faith for sixty (60) days to agree upon the rights excess of the respective parties with respect available Escrow Fund, subject to each of and not to exceed the limitations set forth in Section 7.6, being referred as the "Excess Losses”), until such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth claim contained in such agreement Officer’s Certificate shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated resolved in accordance with the provisions of this Section 9.2 of this Agreement7.4.

Claims for Indemnification. (ai) If Upon receipt by the Escrow Agent at any Indemnified Party becomes aware of any Losses for which such Indemnified Party will seek indemnification, such Indemnified Party shall deliver to the Shareholders’ Agent, time on or before the Termination Date, a certificate signed by any authorized signatory last day of the Indemnified Party (a “Claim Escrow Period of an Officer's Certificate”) stating that with respect , the Escrow Agent shall, subject to the indemnification obligations set forth provisions of Section 7.3(g) hereof, deliver to Parent, as -------------- promptly as practicable, Parent Common Stock in Section 7.2, the Escrow Fund and cash from the Holdback equal (in aggregate) to such Losses exist and specifying in reasonable detail (with the individual items Merger Cash Ratio Percentage being the percentage of such Losses included amount paid pursuant to this subsection (f)(ii) to be paid in cash and the remaining percent (equal to the Merger Share Ratio Percentage) of such amount so statedbeing paid in Merger Shares (valued at the Assumed Share Value calculated as of the date such claim was made); provided, that if the Holdback has been retained by the Parent, the date each such item was paid, properly accrued or arose, Escrow Agent shall deliver Parent the nature of the inaccuracy in, or breach of warranty, representation or covenant to which such item is related Parent Common Stock and an estimate of attorney’s fees and expenses necessary to conclude the matter. If the Shareholders’ Agent does not object to such claims within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent, then Parent shall be entitled to retain such amount of the Holdback as would have otherwise been paid pursuant this subsection (f)(ii), and Parent shall no longer be reimbursed liable for interest upon such Losses as set forth herein.released Holdback amount; and provided, further that in the event the Shareholders then hold insufficient Merger Shares to make such payment, any unpaid amount shall be paid in cash (bii) The Shareholders’ Agent may object to If Losses incurred or sustained by the claim Indemnified Parties exceed the Holdback and the value (as calculated based on the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery Assumed Share Value as of the Claim Certificate to date such claim is made) of the Shareholders’ Agent. In case Parent Common Stock in the Shareholders’ Agent shall so object in writing to any claim or claims by Escrow Fund, then an Indemnified Party made in any Claim Certificate, may make a claim directly against the Stockholders. In the event an Indemnified Party pursues indemnity directly against the Stockholders, subject to the provisions of Section 7.3(g) and -------------- Section 7.5 hereof, ----------- each Stockholder shall have promptly, and in no event later than thirty (30) days to respond in a written statement after delivery of an Officer's Certificate to the objection of Stockholder Representative, wire transfer to the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party such Stockholder's Stockholder Pro Rata Portion of such Loss. For the purposes hereof, "Stockholder Pro Rata Portion" ---------------------------- shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties mean, with respect to each Stockholder, an amount equal to the quotient obtained by dividing (x) the number of shares of Company Common Stock owned by such claimsStockholder immediately prior to the Effective time by (y) the number of shares of Company Common Stock owned by all Stockholders together (the total of all such shares together, the "Stockholder Portion"). In no event shall any ------------------- stockholder be obligated to Parent beyond their Stockholder Pro Rata Portion of any Loss. (iii) If the Shareholders’ Agent and Indemnified Party should Stockholder Representative (as defined in Section ------- 7.4 hereof) does not object in writing within the 30-day period after delivery --- by the Parent of the Officer's Certificate, such failure to so agree, a memorandum setting forth such agreement object shall be prepared an irrevocable acknowledgment by the Stockholder Representative and signed by both and the Stockholders that the Indemnified Party shall be is entitled to reimbursement the full amount of the claim for such Losses as set forth hereinin such Officer's Certificate. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreement.

Claims for Indemnification. (a) If Upon receipt by the Stockholder Representative and the Escrow Agent at any Indemnified Party becomes aware of any Losses for which such Indemnified Party will seek indemnification, such Indemnified Party shall deliver to the Shareholders’ Agent, time on or before the Termination Date, last day of the Escrow Period (except as provided in Section 6 of this Escrow Agreement) of a certificate signed by any authorized signatory officer of the Indemnified Party BSQUARE (a “Claim an "Officer's Certificate”) "): stating that BSQUARE has incurred Damages that, on a aggregate basis with respect to the indemnification obligations set forth in Section 7.2all prior Damages, Losses exist and exceed $50,000, specifying in reasonable detail the individual items of all such Losses Damages included in the amount so stated, the date each such item was paid, paid or properly accrued or arose, the nature and a reasonably detailed statement of the inaccuracy inmisrepresentation, breach or breach of warranty, representation or covenant claim to which such item is related related, and an estimate specifying the exact amount of attorney’s fees Escrow Cash and expenses necessary the specific number of Escrow Shares to conclude be delivered to BSQUARE (including each Stockholder's proportionate interest of such Escrow Cash and such Escrow Shares), the matter. If Escrow Agent shall, subject to the Shareholders’ Agent does not object provisions of this Escrow Agreement, deliver to such claims within thirty (30) calendar days after the delivery BSQUARE out of the Claim Certificate to the Shareholders’ AgentEscrow Fund, then Parent shall be entitled to be reimbursed for such Losses as promptly as practicable, Escrow Cash and Escrow Shares in an amount as set forth herein. in said Officer's Certificate, which value shall be determined by BSQUARE in accordance with subsection (biii) The Shareholders’ Agent may object of this Section 4(b). When making any necessary calculations, BSQUARE shall ensure that the Escrow Cash and Escrow Shares delivered pursuant to the claim on preceding sentence shall be delivered such that the Claim Certificate by delivery relative proportion of Escrow Cash and Escrow Shares shall remain the same before and after such distribution. For the purposes of determining the number of Escrow Shares to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery be transferred to BSQUARE out of the Claim Certificate Escrow Fund pursuant to subsection (ii) of this Section 4(b), the Shareholders’ Agentvalue of the Escrow Shares shall be $3.05 per share. In case the Shareholders’ The Escrow Agent shall so object have no duty or obligation to make, calculate or verify any determination regarding the value of Escrow Shares or regarding the number of Escrow Shares that are necessary to be delivered to BSQUARE, nor shall it have any duty or obligation to verify, examine, or make any determination in writing to connection with any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims information set forth in a Claim the applicable Officer's Certificate; its sole duty in connection therewith being to deliver the precise number of Escrow Shares and Escrow Cash as are set forth in an Officer's Certificate delivered to it. If any Escrow Cash or Escrow Shares are retained by the Escrow Agent or transferred to BSQUARE pursuant to any provisions of this Section 4, such Escrow Cash and Escrow Shares shall be taken from the Shareholders’ Escrow Fund in accordance with each Stockholder's proportionate interest therein, all as determined pursuant to Section 3(a) of this Escrow Agreement and all as shall be set forth in the Officer's Certificate delivered to the Escrow Agent. Notwithstanding the foregoing, in the event that BSQUARE reasonably anticipates in good faith that it will have to pay or incur Damages with respect to facts and circumstances existing on or before the expiration of the Escrow Period, BSQUARE shall, on or before the last day of the Escrow Period, deliver to both the Stockholders' Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties Escrow Agent an Officer's Certificate with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agreeanticipated liability, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 this subsection (b). That amount of Escrow Cash and/or number of Escrow Shares that, in the reasonable judgment of BSQUARE and as is expressly set forth in the applicable Officer's Certificate, subject to the objection of the Stockholders' Agent and the subsequent resolution of the claim in accordance with this Escrow Agreement, would be necessary to satisfy a claim for indemnification with respect to such anticipated liability, if BSQUARE were to prevail in establishing its right to indemnification, shall remain in the Escrow Fund until such claim for indemnification shall have been resolved.

Claims for Indemnification. (a) If any Indemnified Party becomes aware Pursuant to Section 10.5 of the Amended Agreement , HPII is required to give written notice (the "Claims Notice") to the Majority Shareholder of any Losses claim for which such Indemnified Party will seek indemnification, such Indemnified Party shall deliver indemnification pursuant to Section 10.2 of the Amended Agreement. Simultaneous with the giving of the Claims Notice to the Shareholders’ AgentMajority Shareholder, on or before the Termination Date, HPII shall provide a certificate signed by any authorized signatory copy of the Indemnified Party (a “Claim Certificate”) stating that with respect Claims Notice to the indemnification obligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in Escrow Agent. The Claims Notice shall clearly state the amount so stated, of the requested indemnification ("Claim Amount") and shall include a calculation of the value of the Escrowed Shares based on the date each such item was paid, properly accrued or arose, preceding the nature date of the inaccuracy inClaims Notice. The value of the Escrowed Shares shall be equal to the average of the closing price for such shares on the NASDAQ National Market System, or breach as published in The Wall Street Journal (Midwest Edition) for the trading day immediately preceding the date of warranty, representation or covenant to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matterClaims Notice ("Average Price"). If the Shareholders’ Agent does not object to such claims within thirty (30) calendar days after from the delivery date on which the Escrow Agent receives the Claims Notice ("Objection Period") it does not receive from the Authorized Representative of the Claim Certificate Majority Shareholder a written objection, then Escrow Agent shall, promptly following the expiration of the Objection Period, transfer to HPII (utilizing HPII's transfer agent and the transfer procedure set forth on the attached "EXHIBIT A") that number of Escrowed Shares equal to the Shareholders’ AgentClaim Amount, then Parent shall be entitled to be reimbursed for such Losses as set forth hereindetermined by dividing the Claim Amount by the Average Price. (b) The Shareholders’ If within the Objection Period Escrow Agent may object receives from the Authorized Representative of the Majority Shareholder a written objection to the claim on the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery proposed indemnified claim, then Escrow Agent shall make no disbursement of the Claim Certificate Amount from Escrowed Shares until such time as it receives: (i) a joint written direction from the Authorized Representatives to pay the Claim Amount or such other amount as they shall jointly designate in the direction; (ii) a written decision from an arbitrator with proper jurisdiction requiring the payment of the Claim Amount or some other amount relating to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein.claim; or (ciii) If no agreement can be reached after good faith negotiation between any final order, judgment, or decree entered by a court directing Escrow Agent to pay the parties pursuant to (b) above, the Indemnified Party Claim Amount or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreementsome other specified amount.

Claims for Indemnification. (a) If any Indemnified Party becomes aware of any Losses an Indemnitee desires to make a claim for which such Indemnified Party will seek indemnificationindemnification under this Article VIII, such Indemnified Party shall Indemnitee will deliver to Stockholders’ Representative prior to the Shareholders’ Agent, on or before the Termination Escrow End Date, a certificate signed by any authorized signatory of the Indemnified Party (a “Claim Certificate”) stating that or with respect to claims arising out of the indemnification obligations set forth in Section 7.2Extended Representations prior to the end of the survival period for such Extended Representation, one or more written notices of Losses exist and specifying (each a “Claim”), with a copy to the Escrow Agent (during the term of the Escrow Agreement). Any Claim will state in reasonable detail the individual items of such Losses included in basis for the amount so stated, Damages to the date each such item was paid, properly accrued or arose, extent then known by Indemnitee and the nature of the inaccuracy inDamage for which indemnification is sought, or breach and may state the amount of warranty, representation or covenant to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matterDamage claimed. If such Claim (or an amended Claim) states the Shareholdersamount of the Damage claimed and Stockholders’ Agent Representative notifies Indemnitee that Stockholders’ Representative does not object dispute the claim described in such notice or fails to such claims notify Indemnitee within thirty (30) calendar 30 days after the delivery of such notice by Indemnitee whether Indemnifying Parties disputes the Claim Certificate claim described in such notice, the Damage in the amount specified in Indemnitee’s notice will be admitted or deemed admitted by Indemnifying Parties, and Indemnifying Parties will pay the amount of such Damage to Indemnitee, first from the Escrow Account if amounts are remaining in such account and second, by refunding amounts previously received from the Escrow Account but solely to the Shareholdersextent provided in Section 8.2(b)(x). If Stockholders’ AgentRepresentative has timely disputed the liability of Indemnifying Parties with respect to a Claim (or an amended Claim), then Parent shall Stockholders’ Representative and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of notice to Stockholders’ Representative, Indemnitee may seek judicial recourse. If a Claim does not state the amount of the Damage claimed, such omission will not preclude Indemnitee from recovering from Indemnifying Parties the amount of the Damage described in such Claim if any such amount is subsequently provided in an amended Claim. In order to assert its right to indemnification under this Article VIII, Indemnitee will not be entitled required to provide any notice except as provided in this Section 8.3, but such notice must be reimbursed for such Losses provided in a timely fashion as set forth hereinspecified in this Article VIII. (b) The ShareholdersAny Damage to which an Indemnitee is entitled shall be payable from the Escrow Account immediately following the determination of Indemnifying Parties’ Agent may object liability for and the amount of a Damage (whether such determination is made pursuant to the claim on the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims procedures set forth in a Claim Certificatethis Article VIII, by agreement between Indemnitee and Stockholders’ Representative, by arbitration award or by final adjudication). Any Damages to which an Indemnitee is entitled under 8.2(b) after the ShareholdersEscrow End Date, shall be payable by the Company Stockholders within ten days following the determination of Company Stockholders’ Agent liability for and the relevant Indemnified Party shall attempt in good faith for sixty amount of a Damage (60) days whether such determination is made pursuant to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as procedures set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent mayin this Article VIII, by written notice to the otheragreement between Indemnitee and Stockholders’ Representative, demand binding by arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreementaward or by final adjudication).

Claims for Indemnification. (a) If any Indemnified Party Notwithstanding the provisions of Section 7.2(b), if Acquiror or the Merger Sub becomes aware of any Losses for which such Indemnified Party any member of the Purchaser Group will seek indemnification, such Indemnified Party Acquiror or the Merger Sub shall deliver to the ShareholdersEscrow Agent, with a copy to the Stockholders’ Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of Acquiror or the Indemnified Party Merger Sub (a an “Claim Officer’s Certificate”) stating that with respect to the indemnification obligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation covenant or covenant claim to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matter. If the ShareholdersStockholders’ Agent does not object to such claims within thirty (30) calendar days after of the delivery of the Claim Officer’s Certificate to the ShareholdersStockholders’ Agent, then Parent after delivery of a written notice of cancellation (the “Cancellation Notice”) from Acquiror to the Stockholders’ Agent, Acquiror shall be entitled to receive from the Escrow Agent Shares out of the Escrow Fund on a pro rata basis as among all holders of Shares based on the percentages in Schedule 1.5, with all such Shares to be reimbursed for received from Escrow having an aggregate Stated Price equal to the Losses, and in such Losses as set forth herein. (b) The Shareholdersevent the Escrow Agent shall deliver to Acquiror the foregoing number of Shares from the Escrow Fund. If the Stockholders’ Agent may object objects to the claim on the Claim Certificate by delivery to the Indemnified Party of such objection in writing claims within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as period, Acquiror shall not receive from the Escrow Agent Shares out of the Escrow Fund and shall not notify the Escrow Agent to any claims set forth in a Claim Certificate, release to Acquiror Shares out of the ShareholdersEscrow Fund until such objection is resolved to the mutual satisfaction of Stockholders’ Agent and the relevant Indemnified Party Acquiror or pursuant to a final, non-appealable court order. Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights notify each of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration Indemnifying Parties of the matter. Any conflicts arbitrated pursuant number of Shares that are subject to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreementcancellation.

Claims for Indemnification. (a) If any Indemnified Party becomes aware An Indemnitee may seek recovery of any Indemnifiable Losses for pursuant to this Article X by delivering to the Indemnitor or Indemnitors against which such Indemnified Party will seek indemnificationclaim is being made a Claim Notice in respect of such claim. For purposes hereof, such Indemnified Party shall deliver to the Shareholders’ Agent, on or before the Termination Date, a certificate signed by any authorized signatory of the Indemnified Party (a “Claim Certificate”Notice” shall mean a notice of an Indemnitee: (A) stating that with respect an Indemnitee has paid, incurred, or become subject to, or reasonably anticipates that it will have to the indemnification obligations set pay, incur or become subject to, Indemnifiable Losses and setting forth in Section 7.2reasonable detail the facts and circumstances giving rise to such Indemnifiable Losses, Losses exist and (B) specifying in reasonable detail the individual items nature and amount of such Losses included in Indemnifiable Losses, to the amount so statedextent then known by the Indemnitee, the date each such item was paidand/or if reasonably estimable, properly accrued or arose, the nature of the inaccuracy in, or breach of warranty, representation or covenant to which such item is related and an estimate of attorney’s fees anticipated Indemnifiable Losses, and expenses necessary to conclude (C) the matterbasis for which the Indemnitee is seeking indemnification for such Indemnifiable Losses. If the Shareholders’ Agent does not An Indemnitor may object to such claims a claim for indemnification set forth in a Claim Notice by delivering to the Indemnitee seeking indemnification within thirty (30) calendar days after from the delivery by an Indemnitee of a Claim Notice (such date, the “Objection Deadline”), a written statement of objection to one or more of the claims made in the Claim Certificate Notice (an “Objection Notice”), which Objection Notice, in order to be effective, shall set forth in reasonable detail the nature of the objections to the Shareholders’ Agent, then Parent shall be entitled to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Agent may object to claims in respect of which the claim on objection is made. If the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so Indemnitor does not object in writing to all or any claim or portion of the claims by the Objection Deadline, such failure to so object shall be an Indemnified Party made in any Claim Certificate, irrevocable acknowledgment by such Indemnitor that the Indemnified Party shall have thirty (30) days to respond in a written statement Indemnitee is entitled to the objection full amount of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims Indemnifiable Losses set forth in a such Claim CertificateNotice to which any such objection is not so made (and such entitlement shall be conclusively and irrefutably established against the Sellers) (any such claim, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claimsan “Unobjected Claim”). If the Shareholders’ Agent and Indemnified Party should so agree, Indemnitor acknowledges in the Objection Notice that there is an indemnification obligation but asserts that it is obligated to pay a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as lesser amount than that set forth herein. (c) If no agreement can be reached after good faith negotiation between in the parties pursuant to (b) aboveClaim Notice, the Indemnified Party Indemnitor shall pay or instruct the Shareholders’ Escrow Agent mayto pay, by written notice as the case may be, such lesser amount promptly to the otherIndemnitee, demand binding arbitration without prejudice to or waiver of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with Indemnitee’s claim for the provisions of Section 9.2 of this Agreementdifference.

Claims for Indemnification. (a) If any Indemnified Party becomes aware of any Losses for which such Indemnified Party will In order to seek indemnificationindemnification under Section 7.2 hereof, such Indemnified Party Parent shall deliver an Officer’s Certificate to the Shareholders’ Agent, Shareholder Representative and the Escrow Agent at any time on or before the Termination Datelast day of the Escrow Period; provided, however, that subject to the provisions of Sections 7.2(c), 7.4(c) and 7.4(d), Parent may seek and shall be entitled to indemnification outside of the Escrow Fund directly from the Principal Shareholders for (i) fraud, or (ii) a breach of the Limited Section 2.2 Representations following the expiration of the Escrow Period by delivering an Officer’s Certificate to the Shareholder Representative on or before the expiration of the applicable statute of limitations. Unless the Shareholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Escrow Agent shall promptly, and in no event later than the thirtieth (30th) day after its receipt of the Officer’s Certificate, deliver to the Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in such Officer’s Certificate. Any payment from the Escrow Fund to Indemnified Parties shall be made in Parent Common Stock, and cash, if applicable, in the same proportions as then contained in the Escrow Fund, and shall be deemed to have been made pro rata amongst the Principal Shareholders based on the aggregate amounts deposited into the Escrow Fund on each such Principal Shareholder’s behalf. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any authorized signatory officer of the Indemnified Party Parent: (a “Claim Certificate”i) stating that with respect an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to the indemnification obligations set forth in Section 7.2pay, Losses exist sustain, incur, or accrue Losses, and (ii) specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued accrued, or arosethe basis for such anticipated liability, and the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation warranty or covenant to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matter. If the Shareholders’ Agent does not object to such claims within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent, then Parent shall be entitled to be reimbursed for such Losses as set forth hereinrelated. (b) The Shareholders’ Agent may object to the claim on the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated pursuant to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreement.

Claims for Indemnification. (a) If any Indemnified Party becomes aware Upon receipt by a Principal Stockholder of any Losses for which such Indemnified Party will seek indemnification, such Indemnified Party shall deliver to the Shareholders’ Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of the Indemnified Party Parent (a an “Claim Officer’s Certificate”): (i) stating that with respect Parent Indemnified Parties have paid or properly accrued or reasonably anticipate that they will have to the indemnification obligations set forth in Section 7.2pay or accrue Losses, Losses exist and (ii) specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, paid or properly accrued or arosethe basis for such anticipated liability, and the nature of the inaccuracy in, misrepresentation or breach of warranty, warranty (which shall be based upon a representation or covenant warranty of the Company that shall not have terminated as of the date such Officer’s Certificate is delivered to such Principal Stockholder) to which such item is related related, such Principal Stockholder shall, subject to the provisions of Sections 6.3(b) and 6.4 hereof, deliver to Parent, as promptly as practicable, cash or Parent Capital Stock in an estimate of attorneyamount equal to such Losses, and Parent shall deliver such cash or Parent Capital Stock to such Parent Indemnified Parties as appropriate. Parent shall deliver an Officer’s fees and expenses necessary Certificate concurrently to conclude each Principal Stockholder from whom Parent intends to seek indemnification for the matterLosses specified in such Officers Certificates. If the Shareholders’ Agent does Parent shall not object have delivered an Officer’s Certificate regarding such Losses to such claims a Principal Stockholder within thirty (30) calendar days after of the delivery of the Claim first Officer’s Certificate to the Shareholders’ Agentfor such Losses, then Parent shall not be entitled to be reimbursed seek indemnification hereunder for such Losses as set forth hereinfrom such Principal Stockholder. (b) The Shareholders’ Agent A Principal Stockholder, at its option, may object elect to satisfy Losses claimed under Section 6.3 by delivering cash, Parent Capital Stock or any combination thereof to Parent. For the claim on purpose of determining the Claim Certificate by delivery number of shares of Parent Capital Stock to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate be delivered to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim Certificate, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration of the matter. Any conflicts arbitrated Parent pursuant to this Section 7.3 6.3, each share of Parent Capital Stock shall be arbitrated in accordance with valued at either (i) if publicly traded and listed or admitted for trading on any exchange or market (including, without limitation, Nasdaq or the provisions NYSE) or traded over-the-counter, then the value shall be deemed to be the average of Section 9.2 the closing bid or sale prices (whichever are applicable) over the ten (10)-day period ending three (3) trading days prior to the date of this Agreementsuch delivery or (ii) otherwise, the Implied Share Price.

Claims for Indemnification. (a) If any Indemnified Party Notwithstanding the provisions of Section 7.2(b), if Acquiror or the Merger Sub becomes aware of any Losses for which such Indemnified Party any member of the Purchaser Group will seek indemnification, such Indemnified Party Acquiror or the Merger Sub shall deliver to the Shareholders’ Escrow Agent, with a copy to the Stockholders' Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of Acquiror or the Indemnified Party Merger Sub (a “Claim an "Officer's Certificate”") stating that with respect to the indemnification obligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation covenant or covenant claim to which such item is related and an estimate of attorney’s 's fees and expenses necessary to conclude the matter. If the Shareholders’ Stockholders' Agent does not object to such claims within thirty (30) calendar days after of the delivery of the Claim Officer's Certificate to the Shareholders’ Stockholders' Agent, then Parent after delivery of a written notice of cancellation (the "Cancellation Notice") from Acquiror to the Stockholders' Agent, Acquiror shall be entitled to receive from the Escrow Agent Shares out of the Escrow Fund on a pro rata basis as among all holders of Shares based on the percentages in Schedule 1.5, with all such Shares to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ Agent may object received from Escrow having an aggregate Stated Price equal to the claim on Losses, and in such event the Claim Certificate by delivery to the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Escrow Agent shall so object in writing deliver to any claim or claims by an Indemnified Party made in any Claim Certificate, Acquiror the Indemnified Party shall have thirty (30) days to respond in a written statement to foregoing number of Shares from the objection of the Shareholders’ AgentEscrow Fund. If after the Stockholders' Agent objects to such second claims within such thirty (30) day period there remains a dispute as period, Acquiror shall not receive from the Escrow Agent Shares out of the Escrow Fund and shall not notify the Escrow Agent to any claims set forth in a Claim Certificate, release to Acquiror Shares out of the Shareholders’ Escrow Fund until such objection is resolved to the mutual satisfaction of Stockholders' Agent and the relevant Indemnified Party Acquiror or pursuant to a final, non-appealable court order. Acquiror shall attempt in good faith for sixty (60) days to agree upon the rights notify each of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement for such Losses as set forth herein. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to (b) above, the Indemnified Party or the Shareholders’ Agent may, by written notice to the other, demand binding arbitration Indemnifying Parties of the matter. Any conflicts arbitrated pursuant number of Shares that are subject to this Section 7.3 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreementcancellation.

Claims for Indemnification. (a) If any Indemnified Party Kintera or the Merger Sub becomes aware of any Losses for which such Indemnified Party Kintera or the Merger Sub will seek indemnification, such Indemnified Party Kintera or the Merger Sub shall deliver to the Shareholders’ Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any authorized signatory officer of Kintera or the Indemnified Party Merger Sub (a “Claim an "Officer's Certificate”") stating that with respect to the indemnification obligations set forth in Section 7.28.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy inmisrepresentation, or breach of warranty, representation covenant or covenant claim to which such item is related and an estimate of attorney’s 's fees and expenses necessary to conclude the matter. If the Shareholders’ Securityholders' Agent does not object to such claims within thirty twenty (3020) calendar days after of the delivery of the Claim Officer's Certificate to the Shareholders’ Securityholders' Agent, then Parent Kintera shall be entitled to be reimbursed for such Losses as set forth herein. (b) The Shareholders’ receive from the Escrow Agent may object to the claim on the Claim Certificate by delivery to the Indemnified Party shares of such objection in writing within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim CertificateEscrow Securities, the Indemnified Party shall have thirty (30) days to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the Indemnified Party shall be entitled to reimbursement cancel Substituted Options for Shares, each on a pro rata basis as among all holders of Shares and Substituted Options, with all such Shares to be received from Escrow or subject to canceled Substituted Options having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. If the Securityholders' Agent has not objected to such claims, and the Reimbursable Losses exceed the aggregate Stated Price of the remaining Escrow Securities, then Kintera shall be entitled, upon delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent, to (i) (a) receive from the Escrow Agent all remaining shares of Escrow Securities and (b) cancel Substituted Options to purchase Shares in the same proportion for all holders of Shares and Substituted Options as set forth herein. the remaining Escrow Securities bears to all Shares, including Shares subject to Substituted Options (cas adjusted for stock splits, dividends, recombinations and the like), then (ii) If no agreement can cancel remaining Shares and Substituted Options to purchase Shares on a pro rata basis among all holders of Shares or Substituted Options, with all such Shares to be reached after good faith negotiation between the parties received from Escrow, subject to canceled Substituted Options and canceled Shares pursuant to (bi) aboveand (ii) above having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the remaining Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation, the Indemnified Party or number of Shares subject to return to Kintera and the Shareholders’ Agent maynumber of Shares subject to canceled Substituted Options. At such time, by written notice to the other, demand binding arbitration stockholders and holders of the matter. Any conflicts arbitrated Substituted Options shall promptly surrender any stock certificate(s) evidencing Shares cancelled pursuant to this Section 7.3 8 and any agreements representing cancelled Substituted Options, provided that surrender of such certificate(s) or agreements representing Substituted Options shall not be a condition to the cancellation of such Shares or Substituted Options and such Shares and Substituted Options shall be arbitrated in accordance with deemed cancelled when the provisions of Cancellation Notice is given by Kintera pursuant to this Section 9.2 of this Agreement8.6.

Claims for Indemnification. (a) If any Indemnified Party becomes aware of any Losses for which such Indemnified Party will In order to seek indemnificationindemnification pursuant to this Article 6, such Indemnified Party Parent shall deliver a Claim Notice to the Shareholders’ Agent, on or before the Termination Date, a certificate signed by any authorized signatory of the Indemnified Party (a “Claim Certificate”) stating that with respect to the indemnification obligations set forth in Section 7.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, properly accrued or arose, the nature of the inaccuracy in, or breach of warranty, representation or covenant to which such item is related and an estimate of attorney’s fees and expenses necessary to conclude the matter. If the Shareholders’ Agent does not object to such claims within thirty (30) calendar days after the delivery of the Claim Certificate to the Shareholders’ Agent, then Parent shall be entitled to be reimbursed for such Losses as set forth hereinStockholders' Representative. (b) The Shareholders’ Agent may object Within twenty (20) business days after delivery of a Claim Notice to the claim on Stockholders' Representative, the Claim Certificate by delivery Stockholders' Representative shall deliver to Parent a Response, in which the Stockholders' Representative shall: (i) agree that the Indemnified Party of such objection in writing within thirty (30) calendar days after the delivery is entitled to a remedy with respect to all of the Claim Certificate to the Shareholders’ Agent. In case the Shareholders’ Agent shall so object in writing to any claim or claims by an Indemnified Party made in any Claim CertificateClaimed Amount, (ii) agree that the Indemnified Party shall have thirty (30) days is entitled to respond in a written statement to the objection of the Shareholders’ Agent. If after such second thirty (30) day period there remains a dispute as to any claims set forth in a Claim Certificate, the Shareholders’ Agent and the relevant Indemnified Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties remedy with respect to each of such claims. If the Shareholders’ Agent and Indemnified Party should so agreeAgreed Amount, a memorandum setting forth such agreement shall be prepared and signed by both and or (iii) dispute that the Indemnified Party shall be is entitled to reimbursement for such Losses as set forth hereinany remedy with respect to the Claimed Amount. (c) If no agreement can be reached after During the 30-day period following the delivery of a Response that reflects a Dispute, the Stockholders' Representative and Parent shall use good faith negotiation between efforts to resolve the parties pursuant to (b) aboveDispute. If the Dispute is not resolved within such 30-day period, the Indemnified Party or Stockholders' Representative and Parent shall submit the Shareholders’ Agent may, by written notice Dispute to the other, demand binding arbitration and the provisions of Section 6.3(d) shall become effective with respect to such Dispute. (d) If Parent and the matter. Any conflicts arbitrated pursuant Stockholders' Representative submit any Dispute to this Section 7.3 binding arbitration, the arbitration shall be arbitrated conducted by a single arbitrator (the "Arbitrator") in accordance with the Comprehensive Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Comprehensive Rules in effect from time to time and the provisions of Section 9.2 of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The Parties shall commence the arbitration by jointly filing a written submission with the Boston office of the Arbitrator in accordance with Rule 5 of the Comprehensive Rules (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than twenty (20) business days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the Parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 9.11), provided that the Arbitrator shall have no power or authority to (x) award damages in excess of the portion of the Claimed Amount that is subject to such Dispute, (y) award multiple, consequential, punitive or exemplary damages (except to the extent that such damages constitute an element of Loss paid, incurred, sustained or accrued in respect of a Third Party Action), or (z) grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Comprehensive Rules or otherwise, to (x) modify or disregard any provision of this Agreement, or (y) address or resolve any issue not submitted by the Parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of J.A.M.S. and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by Parent and the Company Stockholders. (e) The Stockholders' Representative shall have full power and authority on behalf of each Company Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Stockholders under this Article 6. The Stockholders' Representative shall have no liability to any Company Stockholder for any action taken or omitted on behalf of the Company Stockholders or Parent pursuant to this Article 6.