Common use of Limitations Clause in Contracts

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party In the case of any General Representation Claim, each Company Member shall be severally and not be jointly liable for such Company Member’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability of the Company Members for all General Representation Claims shall be capped at the General Representation Cap. In the case of any claim pursuant to Section 10.3(a) or Section 10.3(c) (other than a claim in connection with a Fundamental Representation) (a “Parent General Claim”), the aggregate liability of the Parent Indemnified Costs Parties for all such claims shall be capped at the General Representation Cap. (b) In the case of any Claim under (i) Section 10.2(a) with respect to any Fundamental Representation or any certifications made with respect thereto pursuant to Section 8.2(a), (ii) any of clauses (b) through (j) of Section 10.2 ((i) and (ii), collectively, “Special Matters”), each Company Member shall be severally and not jointly liable for such Company Member’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability for the Company Members for all Claims for Special Matters shall be capped at the Merger Consideration paid or payable to the Company Members pursuant to Section 2.3. (c) Subject to Section 10.4(d), in no event shall any Company Member have liability pursuant to this Article XI 10 in excess of the Merger Consideration payable (inclusive of the portion of the Holdback Amount and the Expense Fund Amount withheld from such Indemnifying Party’s proceeds) to such Company Member pursuant to Section 2.3. Subject to Section 10.4(d), in no event shall any Parent Indemnifying Party have liability pursuant to this Article 10 in excess of the Merger Consideration. (d) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Company Member or Parent Indemnified Party who committed, participated in or had actual knowledge of fraud, intentional misrepresentation or willful breach. (e) No Parent Indemnified Party may recover any Damages in respect of General Representation Claims unless and until Damages in the aggregate under all Claims that have been incurred, paid or properly accrued exceed $287,500 (the “Deductible”), in which case the Parent Indemnified Parties may recover all Damages in excess of the Deductible. No Company Indemnified Party may recover any Damages in respect of Parent General Claims unless and until Damages in the aggregate under all Claims that have been incurred, paid or properly accrued exceed the Deductible, in which case the Company Indemnified Parties may recover all Damages in excess of the deductible. In determining whether a written claim breach of a representation or warranty has occurred, and in determining the amount of any Damages in respect of the inaccuracy in or breach of any representation or warranty as of any particular date, any materiality, Material Adverse Effect or similar qualification limiting the scope of such representation or warranty shall be disregarded. (f) Notwithstanding anything herein to the contrary, for indemnification in accordance with purposes of calculating or determining the amount of Damages incurred under Section 11.2 10.2 or Section 11.3 is given 10.3, there shall be deducted from any Damages an amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements (after giving effect to any deductible or retention or increase in premium associated therewith to the extent paid or payable and net of any costs, Taxes and expenses of recovery or collection thereof) actually received by the any Company Indemnified Party to the Indemnifying Party or Parent Indemnified Party, as applicable, in connection with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Datesuch Damages; provided, however, that written claims for indemnification none of the Indemnified Parties shall have any obligation to (i) for Indemnified Costs arising out of a breach of seek recovery against any representation insurance policies (other than the Tail Policy) or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out obtain insurance coverage or other third party protection with respect to any particular matter. Each of a breach Parent and Representative (on behalf of any covenant may be made at any timethe Company Members) shall use commercially reasonable efforts to mitigate Damages in accordance with the common law doctrine of mitigation. (bg) Except as No Indemnified Party shall be entitled to double recovery for any indemnifiable Damages even though such Damages may be recoverable under more than one provision of Section 10.2 or Section 10.3. (h) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any Indemnified Party be entitled to recover exemplary or punitive damages under this Article 10 (except to the extent such punitive damages are awarded to a third party or in the case of fraud, intentional misrepresentation or willful breach). (i) The rights to indemnification, compensation or reimbursement set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed be affected by any investigation conducted by Parent, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations Date or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date), except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance accuracy or inaccuracy of, or compliance with, any representation, warranty, covenant, agreement or obligation or the existence of facts and limited by, circumstances that provide the provisions set forth in this Article XIbasis for a Claim hereunder. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying rights of an Indemnified Party provided for in Section 7.2(a) and Section 7.2(b), as applicable, shall not apply unless and until the aggregate Parent Losses or Company Losses, as the case may be, are determined to be liable for any due to one or more Parent Indemnified Costs pursuant to this Article XI unless Parties in the case of Claims against the Indemnifying Securityholders or one or more Company Indemnified Parties in the case of Claims against the Parent Indemnified Parties hereunder exceeds a written claim for indemnification cumulative aggregate of $150,000 (the “Deductible Amount”), in accordance with Section 11.2 or Section 11.3 is given by which event the Indemnified Party Parties shall, subject to the Indemnifying Party with respect thereto on other limitations herein, be indemnified for all Parent Losses or before 5:00 p.m.Company Losses, Houstonas the case may be, Texas time, on or prior to including the date that is eighteen (18) months after of the Closing DateDeductible Amount; provided, however, that written claims for indemnification the Deductible Amount shall not apply, with respect to Losses arising out of or resulting from (x) any breach of the Parent Fundamental Representations or (y) (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Company Fundamental Representations or (ii) the indemnification obligations matter set forth in this Article XI of this AgreementSection 7.2(b)(iii), (iv) or (v). (db) Each Party acknowledges Except for fraud and agrees thatintentional misrepresentations, after (x) (i) the aggregate indemnification obligations of Parent set forth in Section 7.2(a)(i) except for breaches of any Parent Fundamental Representation shall not exceed the value (as of Closing) of the Escrow (as defined in Section 7.5 below), (ii) the aggregate indemnification obligations of Parent (A) set forth in Section 7.2(a)(i) for breaches of Parent Fundamental Representations or (B) set forth in Section 7.2(a)(ii) shall not exceed the value (as of Closing) of the Parent Shares issued at Closing (including the Escrow), plus the value (if and when issued) of the Earnout Amount (the “Total Paid Consideration”) paid to the Indemnifying Securityholders pursuant to Article I and (y) (i) the aggregate indemnification obligations of the Indemnifying Securityholders set forth in Section 7.2(b)(i) except for any breach of any Company IP Representations and Company Fundamental Representation shall not exceed the number of shares remaining in the Escrow, (ii) the aggregate indemnification obligations of the Indemnifying Securityholders set forth in Section 7.2(b)(i) for breaches of any Company IP Representations shall not exceed (A) the number of Escrow Shares remaining in the Escrow plus (B) the shares constituting the Earnout Amount, to the extent earned and unissued to the Indemnifying Securityholders, (iii) the aggregate indemnification obligations of the Indemnifying Securityholders set forth in (A) Section 7.2(b)(i) for any breaches of Company Fundamental Representations, (B) Section 7.2(b)(ii), (C) Section 7.2(b)(iii), (D) Section 7.2(b)(iv) and (E) Section 7.2(b)(v) shall not exceed the number of shares issued pursuant to Section 1.6, the Escrow Shares and the number of shares constituting the Earnout Amount to the extent issued to the Indemnifying Securityholders (or, in each case if sold, the value of such shares at Closing). (c) Notwithstanding anything to the contrary contained herein, no claim may be made for any Parent Losses related to or arising from (i) the amount, value or condition of any Tax asset or attribute (including, but not limited to, net operating loss carryforward or tax credit carryforward) of the Company arising prior to the Closing Date or (ii) the ability of Parent, the Company, the Surviving Corporation, the Final Surviving Entity or their Affiliates to utilize such Tax asset or attribute following the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The rights to indemnification under Section 5.1(a) are subject to the following provisions of this Section 11.4 shall limit the indemnification obligations hereunderlimitations: (a) Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties expressly intend and agree as follows: (i) The Indemnifying amount of any Damages incurred by a Purchaser Indemnified Party shall not be liable for reduced by any amount recovered by a Purchaser Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on (A) under any insurance coverage, (B) from any other Person alleged to be responsible therefor or before 5:00 p.m.(C) from any tax benefits to be received by such Purchaser Indemnified Party. (ii) To the full extent permitted by applicable Law, Houstonand except for (A) any fraudulent act or fraudulent omission by Sellers or Purchaser or (B) any remedy for specific performance pursuant to Section 7.11, Texas time, on or prior to the date that is eighteen (18) months after of indemnification provisions provided for in this Article 5 will be the Closing Date; provided, however, that written claims exclusive remedy for indemnification (i) for Indemnified Costs arising out of a any breach of any representation representation, warranty, covenant, or warranty agreement contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth belowSellers, the maximum aggregate liability Seller Indemnified Parties, Purchaser and Purchaser Indemnified Parties shall have no other or further right or remedy, whether in contract, tort or otherwise, or any right of rescission with respect to this Agreement, all of which Sellers (on behalf of the SN Parties under Section 11.1 Seller Indemnified Parties) or Purchaser (on behalf of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapPurchaser Indemnified Parties) hereby expressly waives. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (diii) Each Indemnified Party acknowledges shall use its best efforts to mitigate any Damages which are the subject of Claims hereunder. Without limiting the generality of the foregoing, Purchaser agrees that it shall assert and agrees that, after pursue all rights against the Closing Date, except as otherwise set forth in Article XII of this Novel Sellers pursuant to the Novel Purchase Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect including pursuant to the Indemnified Costs shall be in accordance with, Novel Escrow Agreement and limited by, the provisions set forth in this Article XIMortgage. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party In no event shall not the Seller or the Acquiror be liable for any Indemnified Costs Damages pursuant to this Article XI Section 11.2(a) or 11.2(b), as applicable, unless a written claim and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for indemnification all such Damages in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after excess of the Closing DateLiability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that written claims for indemnification that: (iA) for Indemnified Costs arising out purposes of a breach claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of any representation claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time Liability Cap; and (iiC) for Indemnified Costs arising out purposes of claims made by a breach of any covenant may party due to the other party’s fraud or willful misconduct, such party shall be made at any timeliable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Except as set forth Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs existence that provide coverage with respect to any individual Claim that does not equal or exceed $150,000 (Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, amount of any insurance proceeds actually paid to the Indemnified Party shall only be entitled or the Indemnitee, as applicable, relating to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsuch claim. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this AgreementTHE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of Notwithstanding anything to the contrary in this Section 11.4 shall limit the indemnification obligations hereunderAgreement: (a) The Indemnifying Party no claim may be made by any Indemnitee(s) for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of Losses for which the Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “Threshold Amount”), at which time the Indemnitee(s) shall not be liable entitled to indemnification for all such Losses (including all Losses included within the Threshold Amount); (b) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a), other than with respect to a claim for indemnification arising from any Indemnified Costs breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate indemnification obligation of each Seller for money damages pursuant to Section 11.2(a) with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations or pursuant to Sections 11.2(b)-(e) shall be limited in the aggregate to the consideration actually received by such Seller pursuant to this Article XI unless a written claim Agreement; (d) no Seller shall be liable or have any indemnification obligation for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation representations or warranty contained made by any other Seller in Article IIIIV of this Agreement, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at of any time.other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (be) Except as set forth in this Agreement, an Indemnified Party will not be entitled no Indemnitor shall have any right to any Indemnified Costs indemnification pursuant to Section 11.2(e) with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject Losses to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. extent (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect only to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (eextent) For purposes such Losses are duplicative of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications that were included in the SN Parties’ representations Net Working Capital calculation and warranties shall be disregardedhave previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable for any to the Purchaser Indemnified Costs pursuant to this Article XI unless a written claim Parties for indemnification in accordance with under Section 11.2 or Section 11.3 is given by the Indemnified Party 7.2(a) and Purchaser shall not be liable to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims Seller Indemnified Parties for indemnification under Section 7.3(a) (i) for Indemnified Costs arising out other than in respect of a breach of or inaccuracy in any representation Fundamental Representations or warranty any of the representations and warranties contained in Article IIISection 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, Section 4.1as applicable, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Fundamental RepresentationsDeductible”) may in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be made at any time and (ii) entitled to bring a claim for Indemnified Costs arising out only those Losses in excess of a breach of any covenant may be made at any timethe Deductible. (b) Except as set forth Notwithstanding anything to the contrary contained in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”i) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties Seller or Purchaser under this Article VII for Losses indemnified under Section 11.1 7.2(a) or Section 7.3(a) (other than in respect of this Agreement a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Indemnity Cap. Except as set forth below, Aggregate Consideration and (ii) the maximum aggregate liability of Buyer Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 11.1 of this Agreement 7.2(c)) or Article VIII shall not exceed the Indemnity CapAggregate Consideration. (c) The limitations set forth above Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in this Section 11.4 respect of any Loss shall not apply be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any claim for indemnification under Section 11.1 costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any breach Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of (i) the Fundamental Representations or (ii) recovery shall be promptly made to the indemnification obligations set forth in this Article XI of this Agreementapplicable Indemnifying Party. (d) Each In no event shall any Indemnifying Party acknowledges and agrees thatbe liable to any Indemnified Party for any punitive or treble damages, after the Closing Date, except as other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIrequired. (e) For purposes of determining Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Losses resulting from a breach Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the SN Parties’ representations proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and warranties contained increases in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedpremiums as a result thereof).

Limitations. The following provisions (a) No Buyer Indemnitee will assert any claim (each an “Indemnity Claim”) for indemnification pursuant to Section 8.2(a)(i) until such time that the aggregate amount of Losses exceeds $1,500,000 (the “Deductible”) (except (i) in the case of actual fraud or (ii) with respect to any Fundamental Representation, with respect to which the Deductible shall be deemed to be zero), in which case such Buyer Indemnitee will be entitled to recover all Losses in excess of the applicable Deductible. CCOC’s aggregate liability in respect of any indemnification obligation for Losses under Section 8.2(a)(i) shall not exceed an amount equal to $1,901,812.50 less the Deductible (the “CCOC Retention”) (except (x) no limit shall apply in the case of actual fraud, (y) in respect of any Indemnity Claim pursuant to Section 8.2(a)(i) for which coverage is not obtained under the Buyer Insurance Policy as a result of (I) in the case of a breach or inaccuracy of any Compliance with Law Representation or Fundamental Representation, such claim having been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (II) in the case of a breach or inaccuracy of any Fundamental Representation, the Buyer Insurance Policy having expired or (III) in case of any representation set forth in Article IV or Article V, coverage being denied under the Buyer Insurance Policy as a result of a Specified Exclusion, in each case, CCOC shall provide indemnification in respect of such Indemnity Claim up to the Supplemental Indemnification Hurdle and (z) CCOC shall provide the applicable CCOC Supplemental Indemnification in respect of breaches of any Fundamental Representation (with respect to which the Deductible shall be deemed to be zero) or Compliance with Law Representation, as described below). To the extent the Buyer Indemnitees have incurred Losses in excess of the sum of the applicable Deductible, the CCOC Retention and twenty percent (20%) of the Total Cap (such sum being referred to as the “Supplemental Indemnification Hurdle”) (A) with respect to breaches or inaccuracies of the Compliance with Law Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) 50% of the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to clause (B) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 11.4 6.2(a)(i) of the Carry Investment Agreement (the “Compliance with Law Cap”) and (B) with respect to breaches or inaccuracies of any Fundamental Representation, CCOC shall limit provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to clause (A) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the indemnification obligations hereunder: described in clauses (aA) The Indemnifying Party and (B), each a “CCOC Supplemental Indemnification”). Notwithstanding anything contained herein to the contrary, CCOC’s aggregate liability in respect of any obligation for Losses under Section 8.2(a) (except in the case of actual fraud, or Section 8.2(a)(iii), (iv) or (v)), shall not be liable for exceed an amount equal to the Wafra Investment Amount (without taking into account any Indemnified Costs reduction pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (188.3(f)) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental RepresentationsTotal Cap”) may minus any indemnification previously provided by CCOC pursuant to Section 6.2(a) of the Carry Investment Agreement. For purposes of calculating the Supplemental LA_LAN01:362972.20 Indemnification Hurdle, indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement shall be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timedeemed Losses. (b) Except as set forth No Digital Colony Indemnitee will assert any claim for indemnification pursuant to Section 8.2(b)(i) until such time that the aggregate amount of (i) Losses and (ii) indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement for breach or inaccuracy of the W-Catalina (C) Non-Fundamental Representations exceeds the Deductible (except in this Agreementthe case of actual fraud or in respect of breaches of any Buyer Fundamental Representation, an Indemnified Party with respect to which the Deductible shall not apply), in which case such Digital Colony Indemnitee will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and recover all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount Losses in excess of the Indemnity Deductible, subject . Notwithstanding anything contained herein to the limitations set forth in this Agreement. Except as set forth belowcontrary, the maximum Buyer’s aggregate liability (A) in respect of any obligation for Losses under Section 8.2(b)(i) and indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b)(i) of the SN Parties under Section 11.1 Carry Investment Agreement for breach or inaccuracy of this Agreement the W-Catalina (C) Non-Fundamental Representations shall not exceed an amount equal to 20% of the Indemnity Cap. Except as set forth below, Total Cap (except in the maximum aggregate liability case of actual fraud or in respect of breaches of any Buyer Fundamental Representation) and (B) in respect of any obligation for Losses under Section 11.1 8.2(b) and any indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of this the Carry Investment Agreement (except in the case of actual fraud), shall not exceed an amount equal to the Indemnity Total Cap. (c) The limitations set forth above amount of any indemnification payable under this Article VIII in this Section 11.4 shall not apply to any respect of a claim for indemnification pursuant to Section 8.2 shall be reduced by an amount equal to the proceeds actually received by a Buyer Indemnitee or Digital Colony Indemnitee, as applicable, under any insurance policy (other than the Buyer Insurance Policy which is addressed in Section 11.1 8.3(d)) or from any third party in respect of such claim less all actual and reasonable out-of-pocket costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable and documented out-of-pocket attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of, or arising from, such claim or Losses, and the present value of any increases in insurance premiums on the account of or arising from such claim or Losses, or the cost of cancellation of such insurance policy and any increased costs for any replacement policy). Each Buyer Indemnitee and Digital Colony Indemnitee shall use its, his or her commercially reasonable efforts to pursue any insurance recovery (other than under the Buyer Insurance Policy which is addressed in Section 8.3(d)) or third-party recovery available to it with respect to any breach Loss for which such Buyer Indemnitee or Digital Colony Indemnitee seeks indemnification pursuant to this Article VIII (including during the period following any payment to such Buyer Indemnitee in respect of such indemnification); provided, that the possibility that insurance proceeds may be realized by such Buyer Indemnitee or Digital Colony Indemnitee shall not delay payment or indemnification of such Losses by the Party against whom indemnification is sought pursuant to this Article VIII. If any Person has paid an amount in discharge of any Indemnity Claim and the indemnified Person recovers from an insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from a third party a sum which indemnifies or compensates such Person in respect of the Losses which are the subject matter of such claim, such Person shall pay to the Indemnifying Party as soon as practicable after receipt thereof an amount equal to the lower of (i) the Fundamental Representations or amount actually received by such Person from the Indemnifying Party in respect of such claim and (ii) any sum recovered from the indemnification obligations set forth third party, in this Article XI of this Agreementeach case, less all reasonable out-of-pocket LA_LAN01:362972.20 costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery and any Tax suffered thereon. (d) Each Except in the case of actual fraud, the CCOC Retention, the CCOC Supplemental Indemnification or the obligation to indemnify the Buyer Indemnitees as described in Section 8.3(a)(y), the Buyer Indemnitees’ sole source of recovery for any Indemnity Claim pursuant to Section 8.2(a)(i) shall be the Buyer Insurance Policy and not direct payment by any other Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of to this Agreement. Buyer shall, Buyer’s and the shall cause each other Buyer Indemnified Parties’ and Indemnitee to use its, his or her commercially reasonable best efforts to, pursue any insurance recovery under the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy Buyer Insurance Policy with respect to any Loss for which such Buyer Indemnitee seeks indemnification pursuant to this Article VIII and Buyer shall and shall cause each such Buyer Indemnitee to take such action as may be reasonably requested by CCOC to pursue recovery under the Indemnified Costs Buyer Insurance Policy with respect to such Loss. Buyer shall submit any bona fide claims pursuant to Section 8.2(a)(i) to the insurer under the Buyer Insurance Policy so as to cause the retention to be satisfied, notwithstanding that such claim may not be in accordance withexcess of the Deductible. Buyer shall provide any correspondence with the insurer under the Buyer Insurance Policy to CCOC concurrently if made by Buyer and promptly if received by Buyer; provided, that Buyer’s failure to provide copies of any such correspondence shall not affect the indemnification obligations of CCOC unless CCOC is actually materially prejudiced by failure to give such notice. CCOC will only be liable for the CCOC Supplemental Indemnification if such claim has first been submitted to the insurer under the Buyer Insurance Policy and limited by(i) such claim has been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (ii) the provisions set forth in this Article XIBuyer Insurance Policy has expired or (iii) coverage is denied under the Buyer Insurance Policy as a result of a Specified Exclusion. For the avoidance of doubt, claims need not be submitted to the insurer under the Buyer Insurance Policy if the applicable coverage period under the Buyer Insurance Policy has expired. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would No Person shall be entitled to indemnificationrecover from an Indemnifying Party or any Affiliate thereof more than once with respect to the same Loss (i.e. no double-counting). For the avoidance of doubt, any dollar claims for indemnification pursuant to Section 8.2 or materiality qualifications in Section 8.3 may be made based upon a liability which is contingent at the SN Parties’ representations and warranties time such claim is made; provided, however, that no Person shall be disregardedentitled to recover with respect to any such claim unless and until such liability becomes an actual liability. (f) If any CCOC Supplemental Indemnification is paid prior to the date that the Contingent Consideration Amount is payable, the Contingent Consideration Amount is subsequently payable, and the amount of the applicable CCOC Supplemental Indemnification that would have been paid would have increased if the payment of the Contingent Consideration Amount had previously occurred (the amount of any such increase being the “Contingent Indemnification Amount”), then the Contingent Consideration Amount payable shall be reduced by the Contingent Indemnification Amount, which shall fully satisfy CCOC’s obligations with respect to the Contingent Consideration Amount.

Limitations. The Subject to Section 6.6, the following provisions of this Section 11.4 shall limit limitations will apply with respect to the indemnification obligations hereunderof Buyer: (ai) The Indemnifying Party Buyer shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written the Seller Indemnitees under Section 6.3(a)(i) until the aggregate amount of Damages incurred by the Seller Indemnitee(s) with respect to all claims of Seller Indemnitees made under Section 6.3(a)(i) exceeds the Threshold Amount; provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Seller Indemnitees shall have the right to recover all Damages without regard to the Threshold Amount. No claim for indemnification in accordance with by a Seller Indemnitee under Section 11.2 or Section 11.3 is given 6.3(a)(i) shall be asserted where the amount that would otherwise be payable by the Indemnified Party Buyer hereunder relating to such claim or series of related claims is less than $50,000. (ii) Any amounts payable to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior Seller Indemnitees in satisfaction of claims for indemnification pursuant to the date that is eighteen (18Section 6.3(a)(i) months after of the Closing Dateshall be made by Buyer; provided, however, that written the aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification (ipursuant to Section 6.3(a)(i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (ciii) The limitations set forth above in this Section 11.4 aggregate maximum indemnification obligation of Buyer for Damages under Sections 6.3(a)(i) and 6.3(a)(ii) shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) exceed, in the Fundamental Representations or (ii) aggregate, the indemnification obligations set forth in this Article XI of this AgreementPurchase Price Cap. (div) Each Party acknowledges Notwithstanding anything in this Agreement to the contrary, in no event shall the Buyer be required to indemnify, save and agrees thathold harmless the Seller Indemnitees under this Article VI or otherwise be liable in connection with this Agreement, after the Closing Datenegotiation, except as otherwise set forth in Article XII execution or performance of this Agreement, Buyer’s and or the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect transactions contemplated hereby, for any Damages that that (A) are punitive or exemplary (except to the Indemnified Costs shall be in accordance withextent such Damages are asserted against a Seller Indemnitee by a third party), and limited by, the provisions set forth in this Article XI. (eB) For purposes arise from any special plans or circumstances of determining any Losses resulting from a breach of any Sellers not known to Buyer as of the SN Parties’ representations and warranties contained in Article III or Article IV date of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded(C) that are not otherwise reasonably foreseeable.

Limitations. The following provisions of this Section 11.4 7.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI VII unless a written claim for indemnification in accordance with Section 11.2 7.2 or Section 11.3 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after first anniversary of the Closing Date; HOU02:1274360 18 provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section Sections 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timetime prior to the expiration of such covenant according to its terms. (b) Except as set forth in this Agreement, an Indemnified An Indemnifying Party will shall not be entitled obligated to pay for any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (under this Article VII until the “Individual Indemnity Threshold”) and amount of all such Claims that equal or exceed Indemnified Costs exceeds, in the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleaggregate, and thereafter$500,000, the Indemnified in which event Indemnifying Party shall only pay or be entitled to indemnity liable for all such Indemnified Costs from the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreementfirst dollar. Except as set forth below, the maximum The aggregate liability of the SN Parties an Indemnifying Party under Section 11.1 of this Agreement Article VII shall not exceed $15,000,000. The limitations in the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement previous two sentences shall not exceed apply to Indemnified Costs to the Indemnity Capextent such costs arise out of a breach of any Fundamental Representations. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII notwithstanding any other provision of this AgreementAgreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any VII. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Seller to the Buyer Indemnified Parties would be entitled on the one hand, or the Buyer to indemnificationthe Seller Indemnified Parties on the other hand, any dollar or materiality qualifications in the SN Parties’ representations and warranties pursuant to this Article VII shall be disregardedreduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of the Seller or the Buyer, respectively, hereunder.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Subject to Section 9.04(c), Seller shall not be liable required to make any indemnification payment pursuant to Section 9.03(a)(i)(A) for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification inaccuracy in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation of the representations and warranties of Seller or warranty its Subsidiaries contained in Article IIIthis Agreement, Section 4.1in the Contribution and Conversion Agreement or in the Asset Transfer Agreement until such time as the total amount of all Losses (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Buyer Indemnitees as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement or the Asset Transfer Agreement or to which any one or more of the Buyer Indemnitees has or have otherwise become subject as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement, Section 4.2in the Contribution and Conversion Agreement or in the Asset Transfer Agreement, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 exceeds $500,000 (the “Fundamental RepresentationsDeductible”) may in the aggregate (it being understood that if the total amount of such Losses exceeds the Deductible, then the Buyer Indemnitees shall be made at any time entitled to be indemnified against and (ii) compensated and reimbursed only for Indemnified Costs arising out such Losses that are in excess of the Deductible). No Losses shall be included in determining whether the Deductible has been reached unless, in the Buyer’s first Officer’s Claim Certificate seeking indemnification for such Losses in excess of the Deductible, a breach reasonably detailed accounting of any covenant may be made at any timesuch Losses is provided. (b) Except The maximum liability of Seller for indemnification Claims under Section 9.03(a)(i)(A) shall not exceed the Initial Indemnity Holdback Amount. Recovery by a Buyer Indemnitee for Losses pursuant to Section 9.03(a)(i)(A) prior to the General Expiration Date shall (subject to Buyer’s Set Off Right) first be satisfied by reduction of the Indemnity Holdback Amount, as provided in Section 9.05. To the extent the Indemnity Holdback Amount is reduced with respect to claims for indemnification, compensation or reimbursement for which the maximum liability of Seller is not equal to the Initial Indemnity Holdback Amount pursuant to this Section 9.04(b), any such reduction of the Indemnity Holdback Amount shall not reduce the amount that the Buyer Indemnitees may recover with respect to claims for indemnification, compensation or reimbursement that are subject to the limitation set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap9.04(b). (c) The limitations set forth above in this Section 11.4 9.04(a) and the first and second sentence of Section 9.04(b) shall not apply to any claim Claim for indemnification under Section 11.1 with respect to the extent such Claim arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation or any Fraud by Seller or any of its Subsidiaries or Representatives (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI regardless of this Agreementwhether such actions have been authorized). (d) Each Party acknowledges and agrees that, after Notwithstanding anything to the contrary in this Agreement in no event shall: (i) Seller be liable to any Indemnitees for Losses under this Article IX in excess of the sum of (x) the Closing DateAdjusted Purchase Price plus (y) the amount of any Retention Earn-Out Payment or Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D; provided, except as otherwise however, that the limitations set forth in this Section 9.04(d) shall not apply in the case of Fraud by Seller or any of its Subsidiaries, in which event Seller shall be liable to the Buyer Indemnitees for the full amount of Losses resulting from, arising out of or related to such Fraud; and (ii) the Buyer Indemnitor be liable to the Seller Indemnitees for Losses under this Article XII IX in an amount in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any Retention Earn-Out Payment or Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D. (e) The amount of any Losses that any Indemnitee may be entitled to recover shall be reduced by (i) the amount of any third-party insurance proceeds actually recovered by such Indemnitee from any third-party insurance carrier (net of any increase in insurance premiums, costs of collections, deductible, retroactive or other premium adjustment, reimbursement obligation or other costs directly related to the insurance claim (together, “Insurance Costs”)) and (ii) the amount of any indemnity or contribution actually recovered by any Indemnitees from any third party (including as a result of any contractual indemnification or contribution provisions), net of any reasonable costs incurred in connection with recovering any such amounts. If the Indemnitees receive any such amounts under applicable insurance policies, third-party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Seller Indemnitor or Buyer Indemnitor, as applicable, then any excess Losses actually collected (net of costs and expenses of such recovery and Insurance Costs) shall be reasonably promptly reimbursed to the Seller Indemnitor or Buyer Indemnitor, as applicable, and in accordance with the release procedures set forth in Section 9.04. (f) Absent Fraud, the indemnification provisions contained in this Agreement, Buyer’s and Article IX are the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy following the Closing as to all Losses (and any other damages, claims or causes of action of any kind or nature) any Indemnitee may incur arising from or relating to this Agreement, the Equity Purchase or the Transactions contemplated hereby (it being understood that nothing in this Section 9.04(f) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the Indemnified Costs shall covenants referred to in this Agreement or to be in accordance with, and limited by, performed after the provisions Closing or any rights or remedies arising out of claims the Parties may have under any Ancillary Agreement). Notwithstanding anything to the contrary set forth in this Article XIAgreement, the Indemnity Holdback Amount may be reduced by the amount of any Losses which are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or as a result of, or are connected with any Fraud by Seller or any of its Subsidiaries (regardless of whether such actions have been authorized) with respect to any representation or warranty made by Seller or its Subsidiaries in this Agreement, the Asset Transfer Agreement or the Seller Closing Certificate. (eg) For Notwithstanding anything to the contrary contained herein, for all purposes of Article IX, each representation or warranty of Seller or any of its Subsidiaries contained in this Agreement, in the Asset Transfer Agreement or any statement or certificate delivered by Seller pursuant to this Agreement shall be read without regard and without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated directly or indirectly in such representation or warranty including for the purposes of determining any the amount of Losses resulting from indemnifiable hereunder and whether a breach of any of representation or warranty has been breached or is inaccurate; provided, that (i) the SN Parties’ representations and warranties word “Material” contained in Article III or Article IV the defined terms “Material Contract,” and (ii) the Material Adverse Effect qualifier contained in Section 4.07(a) of this Agreement for which Buyer Indemnified Parties would will be entitled to indemnification, any dollar or materiality qualifications in not be disregarded (the SN Parties’ representations and warranties shall be disregarded“Materiality Scrape Exclusions”).

Limitations. The following provisions of this Section 11.4 shall limit (A) If the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by Closing occurs, the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after liability of the Closing Date; provided, however, that written claims for indemnification Shareholders under Section 10.2 shall be limited as follows: (i) for Indemnified Costs the Shareholders shall have no liability under Section 10.2 until the aggregate Loss and Expense arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except matters as set forth in this AgreementSection 10.2 in the aggregate exceed $1,000,000 (the "Threshold Amount") and then only to the extent of such excess; (ii) except as provided in Section 10.5, any recovery by an Indemnified Party will not for Loss or Expense under Section 10.2 shall be entitled sought solely from the Retained Stock in the Escrow described in Section 10.5, which shall be valued at the Per Share Equity Value, as adjusted pursuant to Section 1.4(D); (iii) except as provided in Section 10.5, the Shareholders shall have no liability under Section 10.2 for aggregate Losses and Expenses which exceed $10,000,000 (the "Liability Cap"); (iv) any proceeds from insurance paid to DBI or Buyer which relate to any fact, event or circumstance requiring indemnity pursuant to Section 10.2 shall constitute a credit which shall be offset against the total Losses and Expenses (before the application of the Threshold Amount); (v) any Loss or Expense calculated for purposes of Section 10.2 shall be calculated taking into account any offsetting federal, state, local or foreign tax benefits that are realized because of such Loss or Expense to an Indemnified Costs Party; and (vi) the Shareholders shall have no liability under Section 10.2 with respect to any individual Claim that does not equal costs or exceed $150,000 expenses of any remediation or environmental equipment repair, upgrade or addition undertaken by DBI unless (the “Individual Indemnity Threshold”x) ordered or demanded by a court, governmental body or agency; or (y) such remediation, repair, upgrade or addition is required to be undertaken by applicable Environmental Law; or (z) necessary in order for DBI to be in compliance with applicable Environmental Laws and resulting from an investigation (if there is an investigation) and all such Claims that equal remediation or exceed environmental equipment repair, upgrade or addition which would be voluntarily undertaken under customary business practices in the Individual Indemnity Threshold must collectively also exceed industry. In addition, Shareholders shall not be obligated to indemnify Buyer pursuant to Section 10.2 for any loss or expense resulting from and related to the Indemnity Deductibleviolation of any applicable Environmental Law by DBI or any Subsidiary after the Closing or, and thereafter, to the Indemnified Party shall only be entitled to indemnity for the amount in excess extent of the Indemnity Deductible, subject to the limitations accrual therefor set forth in this Agreement. Except as set forth belowthe Closing Date Working Capital, for any current ongoing monitoring or closure plan costs of DBI and its Subsidiaries. (B) If the Closing occurs, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement 10.2 shall not exceed the Indemnity Cap.be limited as follows: (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) Buyer shall have no liability under Section 10.2 until the Fundamental Representations or aggregate Loss and Expense arising out of the matters as set forth in Section 10.2 in the aggregate exceed $1,000,000 and then only to the extent of the excess; and (ii) the indemnification obligations set forth in this Article XI of this AgreementBuyer shall have no liability under Section 10.2 for aggregate Losses and Expenses which exceed $10,000,000. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Except with respect to Fraud or any breach or inaccuracy of any Fundamental Representation, no amount of indemnity shall not be liable for payable hereunder as a result of any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with arising under Section 11.2 6.2(a) or Section 11.3 is given by the Indemnified Party to the Indemnifying Party 6.3(a) in connection with respect thereto on a breach or before 5:00 p.m., Houston, Texas time, on inaccuracy of a representation or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification warranty (i) for Indemnified Costs with respect to any such individual breach or inaccuracy, unless the aggregate Losses arising out of a from such breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time inaccuracy exceeds [**] and (ii) unless and until the Indemnified Party has suffered, incurred, sustained or become subject to Losses in excess of [**] (the “Threshold”) in the aggregate, in which case the Indemnified Party may bring a claim for Indemnified Costs arising out all Losses in excess of such amount. The maximum aggregate liability of an Indemnifying Party under Section 6.2(a) or Section 6.3(a) in connection with a breach or inaccuracy of a representation or warranty shall not exceed (A) except with respect to Fraud or any breach or inaccuracy of any covenant may be made at Fundamental Representation, an aggregate amount equal to [**], (B) with respect to any timebreach or inaccuracy of any Fundamental Representation, an aggregate amount equal to [**] and (C) with respect to Fraud, [**] (the foregoing clauses (A), (B) and (C), as applicable, the “Cap”). (b) Except as set forth in this AgreementNO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO THE OTHER PARTY OR ANY AFFILIATE OF THE OTHER PARTY FOR LOST REVENUES OR PROFITS DAMAGES OR INDIRECT, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleINCIDENTAL, and thereafterCONSEQUENTIAL, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity DeductiblePUNITIVE, subject to the limitations set forth in this Agreement. Except as set forth belowEXEMPLARY OR MULTIPLIED DAMAGES OR ATTORNEYS FEES, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth belowCOSTS OR PREJUDGMENT INTEREST THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapEXCEPT TO THE EXTENT PAYABLE PURSUANT TO ANY THIRD PARTY CLAIM. (c) The limitations set forth above in Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. If an Indemnified Party fails to use its commercially reasonable efforts to mitigate a Loss, the Losses to which such Indemnified Person is entitled to be indemnified pursuant to this Section 11.4 ARTICLE VI shall not apply be reduced to any claim for indemnification under Section 11.1 with respect the extent the Indemnifying Party demonstrates that the Indemnified Party’s failure to any breach use its commercially reasonable efforts to mitigate such Loss increased the amount of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreementsuch Loss. (d) Each The Indemnified Party acknowledges and agrees thatshall use its commercially reasonable efforts to recover under insurance policies or indemnity, after the Closing Date, except as otherwise set forth in Article XII of contribution or other similar agreements for any Losses under this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach . The calculation of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled Loss subject to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.indemnification under this

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Company shall only be bound to indemnify the E Investors if and when the aggregate amount owed to the E Investors by reason of the implementation of this warranty exceeds EUR 200,000, said amount representing a threshold (seuil de déclenchement) and not a deductible (franchise), provided however, in the case of fraud, this threshold amount shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeapply. (b) Except as set forth in In addition, said indemnification shall be limited to an aggregate amount corresponding to 50% of the price paid up by such E Investor for the E shares and/or the E Convertible Bonds subscribed pursuant this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim provided however that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement above limitation shall not exceed the Indemnity Cap. Except as set forth belowapply in case of fraud, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capwillful misconduct or gross negligence. (c) The limitations set forth above in this Section 11.4 shall not apply Any Loss giving right to any claim for indemnification under Section 11.1 this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the Company, and any Loss suffered by the Company shall be reduced by any payment (net of taxes and costs related thereto) received by the Company pursuant to an insurance policy or otherwise to compensate for the said Loss. (ii) the E Investors shall also be indemnified by the Company for the reasonable lawyer’s fees and costs which they may incur in connection with the enforcement of the provisions of this Article 5 with respect to any breach valid claim thereunder; and (iii) with respect to any Loss suffered by the Company, the amount of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in due by the Company to each E Investor pursuant to Section 5.1 above, shall be proportionate to the percentage of Series E Preferred Shares issued pursuant to this Article XI Agreement and held by such E Investor (including the Series E Preferred Shares likely to be subscribed upon conversion of the E Convertible Bonds subscribed by said E Investors by virtue of this Agreement) at the time of occurrence of the relevant Loss in the share capital of the Company. (d) Each Party acknowledges The Company’s liability under this Article 5 shall be based on Section 5.1 (a) and agrees that(b) hereof. Approval by the E Investors, after in their capacity as shareholders of the Closing DateCompany, except as otherwise set forth in Article XII of this Agreementthe Company’s annual accounts for any fiscal year shall not constitute, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect where applicable, any exception to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIforegoing. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party No amounts of indemnity shall not be liable for payable by SLG, SLGOP and Manager Corp as a result of any Indemnified Costs pursuant claim arising under clause (a) of Section 7.2 relating to this Article XI unless a written claim for indemnification in accordance with Section 11.2 breach or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on alleged breach of a representation or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification warranty (i) for Indemnified Costs arising out unless the Losses in respect of a breach such claim or series of related claims exceeds $20,000 (any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the such Losses being “Fundamental RepresentationsQualifying Losses”) may be made at any time and (ii) for unless and until Parent Indemnified Costs arising out Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses referred to in that clause in excess of a breach of any covenant may be made at any time. (b) Except as set forth $500,000 in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 the aggregate (the “Individual Indemnity ThresholdSLGOP Deductible”) and all ), in which case Parent Indemnified Parties may bring a claim for such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject Losses to the limitations set forth in this Agreement. Except as set forth belowextent the aggregate amount of such Losses exceeds the SLGOP Deductible; provided, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 that such limitation shall not apply to any claim for indemnification Losses based upon a breach of any Fundamental Representation. The maximum aggregate Liability of SLG, SLGOP and Manager Corp under clause (a) of Section 11.1 7.2 shall not exceed $10,000,000 (the “Indemnity Amount”); provided, that such limitation shall not apply to any claim for Losses based upon a breach of any Fundamental Representation or to any claim for Losses pursuant to Section 7.2(b), Section 7.2(c) or Section 7.2(d). (b) No amounts of indemnity shall be payable as a result of any claim arising under clause (a) of Section 7.3 relating to a breach or alleged breach of a representation or warranty (i) unless the Losses in respect of such claim or series of related claims are Qualifying Losses and (ii) unless and until the Manager Indemnified Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses referred to in that clause in excess of $500,000 in the aggregate (the “Parent Deductible”) in which case the Manager Indemnified Parties may bring a claim for such Losses to the extent the aggregate amount of such Losses exceeds the Parent Deductible; provided, that no such limitation exists with respect to any a claim based on a breach of any of Parent’s Fundamental Representations. The maximum aggregate Liability of Parent under clause (ia) of Section 7.3 shall not exceed the Indemnity Amount; provided, that no such limitation exists with respect to a claim based on a breach of any of Parent’s Fundamental Representations or Representations. (iic) the indemnification obligations set forth Notwithstanding anything contained in this Article XI Agreement to the contrary, Parent acknowledges and agrees that the breach by SLGOP of this Agreementthe representation and warranty contained in Section 3.6 shall not in and of itself result in a Loss; provided, that the foregoing shall not prevent or otherwise affect a determination that the underlying cause of such breach shall have resulted in a Loss. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth Nothing in this Article XISection 7.4 shall apply to, or in any way limit the obligations of, an Indemnifying Party under Section 7.5 to pay all defense costs in respect of third-party claims. (e) For purposes of determining Nothing in this Section 7.4 shall apply to, or in any Losses resulting from a breach of any way limit the obligations of the SN Parties’ representations and warranties contained in parties under Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedVI.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Notwithstanding anything to the contrary contained in this Article VIII, an Indemnified Party shall not be liable for any Indemnified Costs pursuant entitled to this Article XI unless indemnification only if it makes a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after expiration of the Closing Date; providedsurvival period pursuant to Section 7.01 for the applicable representation, howeverwarranty, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation covenant or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeagreement. (b) Except as set forth Notwithstanding anything to the contrary in this Agreement, : (i) an Indemnified Indemnifying Party will not shall be entitled to any Indemnified Costs with respect to any individual Claim that does not equal liable under Section 8.01(a) (in the case of the Company’s liability) or exceed Section 8.02(a) (in the case of the Investor’s liability) only if the aggregate amount of indemnifiable Losses arising under Section 8.01(a) (in the case of the Company’s liability) or Section 8.02(a) (in the case of the Investor’s liability) exceeds $150,000 7,500,000 (the “Individual Indemnity ThresholdDeductible”) and ), whereupon (subject to the provisions of Section 8.03(b)(ii)), such Indemnifying Party shall be obligated to pay in full all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount amounts in excess of the Indemnity Deductible, subject ; provided that the Deductible shall not apply to Losses incurred by an Indemnified Entity as a result of any inaccuracy in or breach of any of the Fundamental Representations; and (ii) in no event shall any Party’s aggregate liability to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability Indemnified Parties of the SN Parties other Party under Section 11.1 8.01(a) (in the case of the Company’s liability) or Section 8.02(a) (in the case of the Investor’s liability) exceed $75,000,000; provided that the foregoing provisions of this Agreement Section 8.03(b)(ii) shall not exceed apply to limit any Losses incurred by an Indemnified Entity as a result of any inaccuracy in or breach of any of the Indemnity Cap. Except as set forth belowFundamental Representations, liability under which shall be limited to the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapPurchase Price. (c) The limitations set forth above in this Section 11.4 Indemnifying Party shall not apply be subrogated to any right, defense or claim for indemnification under Section 11.1 that the Indemnified Party may have against any other Person with respect to any breach matter for which it provides full indemnification hereunder. Such Indemnified Party shall cooperate with the Indemnifying Party in a reasonable manner, at the sole cost and expense of (i) the Fundamental Representations Indemnifying Party, in presenting any subrogated right, defense or (ii) the indemnification obligations set forth in this Article XI of this Agreementclaim. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII All indemnifiable Losses shall be determined without duplication of recovery under other provisions of this Agreement. Without limiting the generality of the prior sentence, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article VIII, only one recovery of indemnifiable Losses shall be allowed with respect to the Indemnified Costs shall be in accordance withsuch set of facts, conditions or events, and limited byin no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the same set of facts, the provisions set forth in this Article XIconditions or events. (e) For purposes No Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost profits or losses calculated by reference to any multiple of determining earnings or earnings before interest, Tax, depreciation or amortization (or any Losses resulting other valuation methodology), whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from a breach of the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any of the SN Parties’ representations and warranties contained in Article III or Article IV of matter relating to this Agreement for which Buyer Indemnified Parties would be entitled and the transactions contemplated hereby. (f) Neither Party shall have any right to indemnification, off-set or set-off any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedpayment due pursuant to this Article VIII.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Except for Losses based on (i) fraud or (ii) arising in connection with any Indemnification Claim based on any of the Fundamental Representations or the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to an amount equal to their Pro Rata Share of the Escrow Amount. For Losses (A) based on fraud committed by the Company or (B) arising in connection with any Indemnification Claim based on (1) any of the Fundamental Representations pursuant to Section 8.2(a)(i), or (2) Sections 8.2(a)(ii) through 8.2(a)(vi), inclusive, the aggregate liability of each Company Escrow Party shall be limited to an amount equal to the Merger Consideration which has been paid or is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount (except, with respect to fraud committed by the Company, to the extent set forth below). For Losses arising in connection with any Indemnification Claim based on the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 40% of the Merger Consideration which has been paid or is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount. For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited. In the case of any Indemnification Claim arising out of Section 8.2(a)(i)-(iii), or Section 8.3(a)-(b), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be obligated to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, until the total amount of Losses with respect to the aforementioned claims that the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, are entitled to recover exceeds $200,000 (the “Threshold”). If such Losses exceed the Threshold, then the Indemnifying Party shall be responsible to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, for all Losses without regard to the Threshold. Notwithstanding the foregoing, this paragraph shall in no way limit, and the Threshold shall not apply to, the Parent Indemnified Parties’ right to indemnification for Losses arising in connection with any Indemnification Claim based on fraud or a breach of any of the Fundamental Representations or as otherwise set forth in the Disclosure Memorandum. The liability of the Company Escrow Parties (x) for Losses based on breach of the covenant set forth in Section 6.9(a) shall be limited to the same extent as liability is limited under this Section 8.4 for Losses arising out of an Indemnification Claim based on breach of the underlying representation or warranty to which such breach of covenant relates and (y) for Losses based on breach of the covenant set forth in Section 6.1(b)(xvii) shall be limited to the same extent as liability would be limited under this Section 8.4 for Losses arising out of an Indemnification Claim based on breach of the IP Representations; provided, however, the limitations on liability set forth in clauses (x) and (y), above, shall not apply to the extent the applicable covenant was breached with intent to deceive, or conceal information from, Parent; and provided, further, that the foregoing limitations on liability shall in no way bear on whether or not a condition to closing set forth in Article IV has been satisfied or on Parent’s termination rights pursuant to Article VII. (b) The aggregate liability of Parent to all Company Indemnified Parties under this Article VIII shall be limited to an amount equal to Net Merger Consideration. (c) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be liable for obligated to indemnify and hold harmless any Indemnified Costs pursuant to Person claiming indemnification under this Article XI VIII (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a written claim for indemnification in accordance Claim Notice with Section 11.2 or Section 11.3 is respect to such Indemnification Claim shall have been given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date expiration of the applicable Survival Period. (d) The obligations of each Company Escrow Party under Section 8.2 shall be satisfied, first, from the Escrow Amount. If the full amount of the Escrow Amount is paid to Parent in satisfaction of Indemnification Claims, any additional liability of the Company Escrow Parties under Section 8.2 shall be satisfied from other assets of the Company Escrow Parties, including by offset of amounts not yet paid by Parent under this Agreement or any other Operative Document. The aggregate value of Indemnification Claims paid to the Parent Indemnified Parties shall be deemed to reduce the Merger Consideration. (e) The amount of any Losses for which indemnification is sought pursuant to this Article VIII shall be reduced by (i) the amount of any third party insurance proceeds actually recovered by any Indemnified Party from any third party insurance carrier that is eighteen not an Affiliate of Parent, net of any increase in insurance premiums or other costs, including deductibles, incurred in connection with recovering such insurance proceeds and (18ii) months after the amount of the Closing Dateany indemnity or contribution actually recovered by any Indemnified Party from any third party that is not an Affiliate of Parent, net any costs incurred in connection with recovering any such amounts; provided, however, that written claims the foregoing in no way obligates any Indemnified Party to purchase or maintain any third party insurance policy or to seek recovery of any such insurance proceeds or indemnity or contribution amounts from any Person. (f) Solely for indemnification purposes of determining the amount of Losses under Sections 8.2 and 8.3 (i) but not for Indemnified Costs arising out purposes of determining whether a breach of any representation representation, warranty, covenant or warranty contained in Article IIIobligation has occurred), Section 4.1all qualifications and limitations as to materiality, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 Company Material Adverse Effect and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out words of a breach of any covenant may be made at any time. (b) Except as similar import set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The indemnifications provided for in this Article 12 shall be subject to the following provisions of this Section 11.4 shall limit the indemnification obligations hereunderprovisions: (a) The Indemnifying Party Selling Stockholders shall not be liable for indemnification under this Article 12 until the aggregate amount of all Losses in respect of indemnification under section 12.2 exceeds US$200,000 (the “Deductible Amount”), in which event the Selling Stockholders shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, the Selling Stockholders shall not be required to pay any Indemnified Costs amount with respect to any individual Loss of less than US$10,000 (the “De Minimis Amount”). The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Selling Stockholders or their Affiliates pursuant to this Article XI unless a written claim Agreement; (b) UEC shall not be liable for indemnification under this Article 12 until the aggregate amount of all Losses in accordance respect of indemnification under section 12.3 exceeds the Deductible Amount, in which event UEC shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, UEC shall not be required to pay any amount with Section 11.2 respect to any individual Loss of less than the De Minimis Amount. The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or Section 11.3 by reason of any breach of any UEC Fundamental Representation or non-fulfillment of any covenant, agreement or obligation to be performed by UEC pursuant to this Agreement; (c) The aggregate amount of all Losses for which the Selling Stockholders shall be liable pursuant to: (i) section 12.2(a) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Fundamental Representations) shall not exceed US$4,000,000, provided that the Selling Stockholders may satisfy in full (and without further recourse) any obligations arising under section 12.2(a) by delivery to UEC of: (1) cash; (2) up to 2,844,950 Acquisition Shares, valued as of the date written notice of a Third Party Claim or a Direct Claim is given by the Indemnified Party pursuant to Section 12.9 (and for clarification, if the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to value as of the date that written notice is eighteen (18) months after provided is greater than the Deemed Issuance Price per Acquisition Share, proportionately fewer Acquisition Shares would need to be delivered in satisfaction of the Closing DateSelling Stockholders’ indemnification obligations); or (3) any combination thereof; provided, howeverthat, that written claims for indemnification certainty, notwithstanding the deemed value of the Acquisition Shares in (i2) above, where the Selling Stockholders have delivered an aggregate of 2,844,950 Acquisition Shares in satisfaction of obligations arising under section 12.2(a), the Selling Stockholders shall have no further liability in respect of such obligations; and (ii) section 12.2(a), for Indemnified Costs Losses based upon, arising out of, with respect to or by reason of a any inaccuracy in or breach of any representation or warranty contained in Article IIIthe Fundamental Representations, Section 4.1and section 12.2(b), Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 shall not exceed a dollar amount (the “Fundamental RepresentationsCap”) may be made at any time and (ii) for Indemnified Costs arising out equal to the aggregate Acquisition Consideration held by the Selling Stockholders as of the date written notice of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Third Party Claim or a Direct Claim is given by the Indemnified Party will not be entitled pursuant to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 Section 12.9 (the “Individual Indemnity ThresholdHeld Acquisition Consideration”) and all such Claims ), it being understood that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleSelling Stockholders may satisfy in full any obligations under section 12.2(a), and thereaftersection 12.2(b) by delivery to UEC of any combination of the following, up to the value of the Fundamental Cap: (1) cash; or (2) the Held Acquisition Consideration (with Acquisition Consideration being delivered in fulfillment of this obligation in the following order: first, Acquisition Shares, second, Acquisition Warrants, and third, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this AgreementNPI Royalty). (d) Each Party acknowledges and agrees thatThe aggregate amount of all Losses for which UEC shall be liable pursuant to: (i) section 12.3(a) (other than those Losses based upon, after the Closing Datearising out of, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to or by reason of any inaccuracy in or breach of the Indemnified Costs UEC Fundamental Representations) shall be not exceed US$4,000,000; and (ii) section 12.3(a), for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in accordance with, or breach of the UEC Fundamental Representations and limited by12.3(b) shall not exceed the Fundamental Cap. Notwithstanding the foregoing, the provisions Deductible and the limitations on liability set forth in this Article XI. (e) For purposes section 12.4 shall not be applicable in respect of determining any claims for Losses resulting from a breach based upon, arising out of, with respect to or by reason of any of the SN Parties’ representations and warranties contained in Article III or Article IV of claim made under this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationis based upon, or relates to, in any dollar manner whatsoever intentional misconduct, intentional misrepresentation or materiality qualifications in fraud by the SN Parties’ representations Indemnifying Party (and warranties no such claim shall be disregardedcounted towards the Deductible of such Party, as applicable).

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance Losses with Section 11.2 or Section 11.3 is given by the Indemnified Party respect to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty matters contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 9.2(a)(i) unless and Section 5.5 until the aggregate of all Losses therefrom for which SE Corp would otherwise be liable exceeds an amount equal to $106,000,000 (the “Fundamental RepresentationsDeductible”) may ), after which SE Corp shall only be made at any time and (ii) liable for Indemnified Costs arising out Losses in excess of a breach of any covenant may be made at any timethe Deductible. (b) Except as with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties with respect to the matters contained in Section 9.2(a)(i) for any individual Loss (or series of related Losses arising from a common set forth of facts), except to the extent such individual Loss (or series of related Losses arising from a common set of facts) exceeds $2,000,000 (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in this Agreement, an Indemnified Party excess of the Mini-Basket will not be entitled aggregated for purposes of calculating the Deductible in Section 9.4(a). (c) In no event shall SE Corp’s aggregate liability to any the SEP Indemnified Costs Parties for Losses with respect to any individual Claim that does not equal or the matters contained in Section 9.2(a)(i) exceed $150,000 1,060,000,000 (the “Individual Indemnity ThresholdCap”), except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, in which case SE Corp’s aggregate liability to SEP Indemnified Parties pursuant to Section 9.2(a)(i) for such Losses shall not exceed an amount equal to the Cash Distribution. (d) In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties for Losses with respect to matters contained in Section 9.3(a)(i) exceed $1,060,000,000. In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties in respect of the SE US Liabilities pursuant to Section 9.3(a)(iv) exceed $50,000,000. (e) As to any Losses claimed by an SEP Indemnified Party and all suffered by a Company, 100% of such Claims Losses (and not just the percentage thereof that equal represents SEP’s interest in such Company) shall be counted towards the Deductible and the Cap hereunder. To the extent any SEP Indemnified Party other than a Company has a claim under Section 9.2(a)(i) or exceed under Section 6.8(a) for Losses suffered by any of the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleCompanies, and thereafter, the such SEP Indemnified Party shall only be entitled to indemnity for recover the amount percentage of such Losses that represents SEP’s interest in excess of the Indemnity Deductible, subject relevant Company. (f) Notwithstanding anything herein to the limitations set forth in this Agreement. Except as set forth belowcontrary, the maximum aggregate liability of the SN Parties no Indemnified Party shall be entitled to indemnification or reimbursement under Section 11.1 any provision of this Agreement shall not exceed for any amount to the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer extent such Person or its Affiliate has been indemnified or reimbursed for such amount under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI other provision of this Agreement. (dg) Each Party acknowledges and agrees that, after Notwithstanding anything to the Closing Date, except as otherwise set forth contrary in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect in no event shall an Indemnifying Party be liable under this Article IX for any exemplary, punitive, special, consequential, incidental or indirect damages, including lost profits or diminution of value or any loss of goodwill or possible business after any Closing, whether actual or prospective, except to the extent any such damages are included in any Third-Party Claim against a SEP Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in Party for which such SEP Indemnified Party is entitled to indemnification under this Article XIAgreement. (eh) For Each Indemnified Party shall use commercially reasonable efforts to mitigate their respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Party made such efforts. Without limiting the generality of the foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or reasonably would be expected to result in an indemnified Loss or a Third-Party Claim for which the Indemnifying Party may have Liability to such Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly and implement such reasonable actions as the Indemnifying Party shall request in writing for the purposes of determining any mitigating the possible Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedarising therefrom.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) In no event shall any party be liable for any Indemnified Costs special, incidental, consequential (including loss of revenues or profits), exemplary or punitive damages or diminution of value or any damages based on any type of multiple, whether arising under any legal or equitable theory or arising under or in connection with this Agreement, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (c) Aon shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) to the extent the matter in question was included in the computation of the Net Worth Adjustment Amount pursuant to Section 4.5. (d) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI unless a written claim shall be the exclusive remedy for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m.breaches of this Agreement (including any covenant, Houstonobligation, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article IIIthis Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the sale of the Shares contemplated hereby. Anything herein to the contrary notwithstanding, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a no breach of any representation, warranty, covenant may be made at or agreement contained herein shall give rise to any time. (b) Except as set forth in right on the part of Aon or Buyer, after the consummation of the purchase and sale of the Shares contemplated by this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of rescind this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedtransactions contemplated hereby.

Limitations. The following provisions Notwithstanding Paragraph 22.5.1 hereof, (i) No amendment may be made to this Agreement that would disproportionately divest or diminish the rights of, or otherwise disproportionately disadvantage or unfairly discriminate against any Equity Owner with respect to that Equity Owner’s Interest in relation to other Interests having similar rights (“Unfair Discrimination”), or increase the liabilities or obligations of any Equity Owner to the Company or third parties, including, but not limited to any governmental agency, in a material manner, without the Approval of that amendment by each Equity Owner who would be so adversely affected by it. Amendments to this Section 11.4 shall limit the indemnification obligations hereunder: Agreement that, for example, result in (a) The Indemnifying Party shall the issuance of new Interests (including a new class of interests or other equity interests) which may dilute an Equity Owner’s Interest in the Company, or (b) adverse tax consequences to one or more Equity Owners but not other Equity Owners (or results in disproportionately adverse tax consequences to one or more Equity Owners) due to their particular tax situation, are not to be liable for any Indemnified Costs pursuant deemed to this Article XI unless a written claim for indemnification in accordance with Section 11.2 Unfairly Discriminate against, or Section 11.3 is given by increase the Indemnified Party to liabilities or obligations of, the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and adversely affected Equity Owner(s). (ii) for Indemnified Costs arising out of a breach This Agreement may be amended by the Manager, without the consent of any covenant may be made at of the Members to: (A) add to the representations, duties, or obligations of the Manager, or surrender any time. (b) Except as set forth right or power granted to the Manager in this Agreement, an Indemnified Party will not for the benefit of the Members; (B) cure any ambiguity, typographical error, incorrect reference or other scrivener’s error, to correct or supplement any provision hereof that may be entitled inconsistent with any other provisions hereof, or to make any Indemnified Costs other provision with respect to any individual Claim that does matters or questions arising under this Agreement not equal or exceed $150,000 (inconsistent with the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess intent of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 ; (C) change any provision of this Agreement shall required to be so changed by the staff of the Securities and Exchange Commission or other federal agency, or by a state “Blue Sky” commissioner or similar official, which change is deemed by such commissioner, agency, or official to be for the benefit or protection of the Members, and (D) any changes made necessary by the issuance of additional Interests that are not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of covered by this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs provided that no amendment shall be in accordance withadopted pursuant to this Paragraph 22.5.2(ii) unless the adoption thereof is for the benefit of, and limited byor not adverse to, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any interests of the SN Parties’ representations Members and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardeddoes not violate Paragraph 22.5.2(i) hereof.

Limitations. The following provisions of Notwithstanding anything to the contrary contained in this Section 11.4 shall limit the indemnification obligations hereunderAgreement or in any other Transaction Document: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the (i) No GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement unless such GNL Indemnified Party has incurred Losses in excess of $3,750,000 in the aggregate (the “Deductible”), in which case such GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement only to the Indemnifying Party extent the aggregate Losses with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to such claims exceed the date that is eighteen (18) months after of the Closing DateDeductible; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a the Deductible shall not apply to Losses with respect to the breach of any representation or warranty contained in Article III, Advisor Fundamental Representations; (ii) the aggregate amount of all Losses that the GNL Indemnified Parties may recover under Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 7.1(a) of this Agreement (other than with respect to the Advisor Fundamental Representations) shall not exceed $28,125,000 (the “Fundamental RepresentationsCap”) may be made at any time ); and (iiiii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth notwithstanding anything to the contrary in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of Advisor Parent pursuant to this Article 7 shall be $56,250,000 (the SN Parties “Overall Cap”). (b) The amount of any Loss for which indemnification is provided under Section 11.1 this Article 7 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Third Party or (ii) insurance proceeds or other sources of reimbursement received, which shall be an offset against such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Agreement shall not exceed Article 7. If the Indemnity Cap. Except as set forth belowamount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the maximum aggregate liability Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 7 had such determination been made at the time of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsuch payment. (c) The limitations set forth above Notwithstanding anything to the contrary contained herein, an Indemnified Party’s right to indemnification, payments of Losses or any other remedy based on the representations, warranties, covenants and agreements contained in this Section 11.4 shall Agreement will not apply to be affected by any claim for indemnification under Section 11.1 investigation conducted with respect to to, or any breach knowledge acquired (or capable of (ibeing acquired) at any time by any Party, whether before or after the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI execution and delivery of this Agreement. (d) Each Party acknowledges and agrees that, after Agreement or the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance accuracy or inaccuracy of or compliance with, and limited byany such representation, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the SN Parties’ representations and warranties contained in Article III performance of or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled compliance with any covenant or agreement, will not affect the right to indemnification, payment of Losses, or any dollar or materiality qualifications in the SN Parties’ representations other remedy based on such representations, warranties, covenants and warranties shall be disregardedagreements.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party In no event shall not be liable for any Indemnified Costs the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 Agreement exceed the Purchase Price (or Section 11.3 is given portion thereof) actually received by the Indemnified Party Seller pursuant to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timethis Agreement. (b) Except as set forth In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order. (d) The amount of any Losses for which an Indemnified Party will claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to any Indemnified Costs with respect an injunction or injunctions to any individual Claim that does not equal prevent or exceed $150,000 restrain breaches or threatened breaches of this Agreement by the other (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleas applicable), and thereafterto specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the Indemnified Party shall only be entitled to indemnity for the amount in excess covenants and obligations of the Indemnity Deductibleother (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 terms and provisions of this Agreement shall not exceed the Indemnity Capbe required to provide any bond or other security in connection with any such order or injunction. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement The foregoing shall not exceed be deemed to be or construed as a waiver or election of remedies by any of the Indemnity Cap. (c) The limitations set forth above Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to equity in the event of any breach of (i) or default by the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of other Parties under this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Company shall only be bound to indemnify the E Investors if and when the aggregate amount owed to the E Investors by reason of the implementation of this warranty exceeds EUR 200,000, said amount representing a threshold (seuil de déclenchement) and not a deductible (franchise), provided however, in the case of fraud, this threshold amount shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeapply. (b) Except as set forth in In addition, said indemnification shall be limited to an aggregate amount corresponding to 50% of the price paid up by such E Investor for the E shares subscribed pursuant this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim provided however that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement above limitation shall not exceed the Indemnity Cap. Except as set forth belowapply in case of fraud, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capwillful misconduct or gross negligence. (c) The limitations set forth above in this Section 11.4 shall not apply Any Loss giving right to any claim for indemnification under Section 11.1 this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the Company, and any Loss suffered by the Company shall be reduced by any payment (net of taxes and costs related thereto) received by the Company pursuant to an insurance policy or otherwise to compensate for the said Loss. (ii) the E Investors shall also be indemnified by the Company for the reasonable lawyer’s fees and costs which they may incur in connection with the enforcement of the provisions of this Article 5 with respect to any breach valid claim thereunder; and (iii) with respect to any Loss suffered by the Company, the amount of (i) the Fundamental Representations or (ii) the indemnification obligations set forth due by the Company to each E Investor pursuant to Section 5.1 above, shall be proportionate to the percentage of Series E Preferred Shares issued pursuant to this Agreement and held by such E Investor, at the time of occurrence of the relevant Loss in this Article XI the share capital of this Agreementthe Company on a fully diluted basis. (d) Each Party acknowledges The Company’s liability under this Article 5 shall be based on Section 5.1 (a) and agrees that(b) hereof. Approval by the E Investors, after in their capacity as shareholders of the Closing DateCompany, except as otherwise set forth in Article XII of this Agreementthe Company’s annual accounts for any fiscal year shall not constitute, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect where applicable, any exception to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIforegoing. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Company will have no obligation to indemnify the Investor Indemnified Costs Persons pursuant to this Article XI unless a written claim for indemnification Section 10.2.1(a) solely in accordance with Section 11.2 respect of Losses arising from the breach of, or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m.inaccuracy in, Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained made by the Company or ▇▇▇▇▇▇▇ described therein unless the aggregate amount of all such Losses incurred or suffered by the Investor Indemnified Persons exceeds the Indemnity Deductible Amount (at which point the Investor Indemnified Persons will be indemnified for all such Losses in Article IIIexcess of the Indemnity Deductible Amount); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 4.110.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 3.15 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeTax Matters). (b) Except as set forth ▇▇▇▇▇▇▇ will have no obligation to indemnify the Investor Indemnified Persons pursuant to Section 10.2.1(a) solely in this Agreementrespect of Losses arising from the breach of, an Indemnified Party will not be entitled to or inaccuracy in, any Indemnified Costs with respect to any individual Claim that does not equal representation or exceed $150,000 (warranty made by the “Individual Indemnity Threshold”) and Company or ▇▇▇▇▇▇▇ described therein unless the aggregate amount of all such Claims that equal Losses incurred or exceed suffered by the Individual Indemnity Threshold must collectively also exceed Investor Indemnified Persons exceeds the Indemnity Deductible, and thereafterDeductible Amount (at which point, the Investor Indemnified Party shall only Persons will be entitled to indemnity indemnified for the amount all such Losses in excess of the Indemnity DeductibleDeductible Amount) and ▇▇▇▇▇▇▇’▇ aggregate liability in respect of any such claims will not exceed $95,000,000 plus an amount equal to the additional aggregate Purchase Price, if any, paid by the Investors pursuant to the proviso in Section 2.1 (the “Cap”); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters); and provided further, that the Cap will also not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(d) (Noncontravention), 3.5 (Capitalization), 3.14.1 (Legal Compliance), 3.16 (Employee Benefit Plans), 3.17 (Environmental), 3.25 (No Brokers), 4.1 (Power and Authorization) and 4.4 (No Brokers). (c) All payments to be made by the Company pursuant to this Section 10 will be made in cash. All payments to be made by ▇▇▇▇▇▇▇ pursuant to this Section 10 will be made, at ▇▇▇▇▇▇▇’▇ option, in cash or through the transfer of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof) held by ▇▇▇▇▇▇▇ (including any of his successors, assigns and transferees) on such date with a fair value equal to such payment obligation, determined as of the Closing Date, as adjusted to reflect the diminution in value of such capital stock resulting from any Losses, to the applicable Investor Indemnified Persons. At any time when shares of capital stock will be used to satisfy his indemnification obligations hereunder, any such shares which have an automatic accruing dividend or other preferential rights will first be used to satisfy such obligations, and then, after all such shares have been so transferred, any other shares of such capital stock then held by ▇▇▇▇▇▇▇ (including his successors, assigns and transferees) will be used to satisfy such obligations. The fair value of any shares of capital stock to be used to satisfy any indemnification obligations hereunder shall be determined, as of the Closing Date, jointly by the ▇▇▇▇▇▇▇ and WCAS IX at the time such payment is to be made; provided, that the value of shares of capital stock which have an accruing dividend shall be the accrued value of such shares. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such shares shall be determined, as of the Closing Date, by an independent appraiser experienced in valuing such type of securities jointly selected by ▇▇▇▇▇▇▇ and WCAS IX. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by ▇▇▇▇▇▇▇. (d) All payments to be made by the Company or ▇▇▇▇▇▇▇ pursuant to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters) shall be reduced, if and to the extent there have been any (i) actual Tax Benefits to the Company prior to the time such payment is to be made, which Tax Benefits result from items 1 or 2 disclosed on Schedule 10.2.2(d), or (ii) actual cash received by the Company prior to the time such payment is to be made, which cash is received as a result of items 3 or 4 disclosed on Schedule 10.2.2(d), and, in the case of (i) and (ii) of this Section 10.2.2(d), if requested by WCAS IX, such Tax Benefits or cash are verified in writing by the Company’s independent accountants. (e) The Investors acknowledge that ▇▇▇▇▇▇▇ will contribute up to $15,000,000 of the proceeds he receives from the Contemplated Transactions to a newly formed limited partnership to be known as the ▇▇▇▇▇▇▇ Family Limited Partnership (the “Family Partnership”). Prior to the contribution of such proceeds, no other contributions will have been made to the Family Partnership. Thereafter, ▇▇▇▇▇▇▇ may contribute additional assets (other than shares of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof)) to the Family Partnership, if and to the extent ▇▇▇▇▇▇▇ has received distributions from the Family Partnership equal to or greater than the fair market value of such additional contributed assets. Except for contributions of assets contemplated by the immediately preceding sentence, no additional contributions will be made to the Family Partnership. Provided that there has not been any breach or violation of this paragraph (e), if any claim becomes due from ▇▇▇▇▇▇▇ pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or ▇▇▇▇▇▇▇ described therein, the Investors shall have no rights against ▇▇▇▇▇▇▇’▇ interest in, or the assets held in, the Family Partnership. Upon receiving any notice of any such claim, ▇▇▇▇▇▇▇ will, if requested, provide WCAS IX with reasonable documentation evidencing all contributions made and distributions from the Family Partnership, including reasonable documentation evidencing the fair market value of any non-cash contributions or distributions. (f) Claims for indemnification pursuant to any other provision of Section 10.2.1 are not subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap10.2.2. (cg) The limitations set forth above If, following the Closing, any claim becomes due from ▇▇▇▇▇▇▇ pursuant to Section 10 in this Section 11.4 respect of any Losses, ▇▇▇▇▇▇▇ shall have no rights against the Company, or any director, officers, employee or stockholder thereof (in their capacity as such), whether by reason of contribution, indemnification, subrogation or otherwise, in respect of any such claim, and shall not apply take any action against the Company or any person or entity in respect thereof. Notwithstanding anything to the contrary contained herein, none of ▇▇▇▇▇▇▇, the Company, the Investors nor any claim for indemnification under Section 11.1 Investor Indemnified Person shall assert any claims against any officers, directors, attorneys, employees, or agents of the Company (other than ▇▇▇▇▇▇▇), arising out of or with respect to this Agreement or the Contemplated Transactions, including any breach Ancillary Agreement or any other document, Schedule, instrument or certificate delivered pursuant to or in connection therewith, or any action, inaction, statement or omission pertaining thereto (whether such right sounds in contract or tort, or by reason of (i) the Fundamental Representations contribution, indemnification, subrogation, or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees thatotherwise), after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy including without limitation any right arising with respect to the Indemnified Costs shall be Section 10 in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes respect of determining any Losses resulting from a breach suffered by reason of any of the SN Parties’ representations and warranties contained in Article III breach of, or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationinaccuracy in, any dollar representation or materiality qualifications in warranty made by the SN Parties’ representations and warranties shall be disregardedCompany or ▇▇▇▇▇▇▇.

Limitations. The following provisions Notwithstanding anything to the contrary in this Agreement or in any of this Section 11.4 shall limit the indemnification obligations hereunderTransaction Documents: (a) The Indemnifying Each Party shall, and shall cause its Subsidiaries (and its and the Subsidiaries’ Representatives), to take all reasonable steps to mitigate Damages subject to indemnification under this Article VII upon and after becoming aware of any event that reasonably could be expected to give rise to any such Damages, and indemnification shall not be liable available under this Article VII to the extent any such Damages are attributable to a failure of any such Person to take reasonable steps to mitigate such Damages; (b) No Parent Indemnified Party or Spinco Indemnified Party shall be entitled to payment or indemnification more than once with respect to the same matter (including by being taken into account in the determination of the Final Net Working Capital Amount); (c) No Party shall be entitled to set off, or shall have any right of set off, in respect of any Damages under this Article VII against any payments to be made by such Party under this Agreement or any other Transaction Document; and (d) Parent’s obligation to indemnify Spinco Indemnified Parties for any Indemnified Costs Damages with respect to Assumed Liabilities pursuant to this Article XI unless Section 7.02(b)(iv) is subject to the following additional limitations: (i) Parent shall only have liability to the Spinco Indemnified Parties under Section 7.02(b)(iv) with respect to an Assumed Liability to the extent such Assumed Liability was the subject of a written claim for indemnification notice given by a Spinco Indemnified Party pursuant to and in accordance compliance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, 7.03(a) on or prior to the date that is eighteen (18) months after first anniversary of the Closing Distribution Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (bParent shall have no liability under Section 7.02(b)(iv) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim Assumed Liability to the extent of any amounts reserved or accrued on the Balance Sheet or taken into account in the determination of the Final Net Working Capital Amount (it being understood that does any such reserved or accrued amounts also shall not equal or exceed be counted for purposes of determining whether the Deductible contemplated in clause (iii) has been satisfied); (iii) Parent shall have no Liability under Section 7.02(b)(iv) with respect to any claim (including any Damages) until the aggregate amount of all Damages under Section 7.02(b)(iv) exceeds $150,000 100,000,000 (the “Individual Indemnity ThresholdDeductible”) and all such Claims that equal or exceed ), at which point the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Spinco Indemnified Party Parties shall only be entitled to indemnity indemnification only for the amount those Damages in excess of the Indemnity Deductible, subject ; and (iv) in no event shall the obligation of Parent to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer indemnify Spinco Indemnified Parties would be entitled pursuant to indemnification, any dollar or materiality qualifications Section 7.02(b)(iv) exceed $400,000,000 in the SN Parties’ representations and warranties shall be disregardedaggregate.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The A. Indemnifying Party shall not be obligated to pay for any Loss or Damage under this Article 9 (other than for Third-Party Claims) until the amount of such Loss or Damage for that claim exceeds a threshold, in the aggregate, of one-hundred thousand Euro (€ 100,000), in which event Indemnifying Party shall pay or be liable for all such Loss or Damage from the first Euro. The Threshold shall be adjusted annually on January 1 to compensate for inflation as reflected in the Inflation Index. B. Notwithstanding anything to the contrary in this Agreement, Indemnifying Party shall not be obligated to indemnify, defend, or hold harmless Indemnified Party against any Indemnified Costs Indemnification Claim pursuant to this Article XI unless 9.2. (whether a written direct claim or a Third-Party Claim) if such Indemnification Claim or corresponding Loss or Damage arises out of or results from Indemnified Party’s Gross Negligence or Willful Misconduct. C. Except for indemnification in accordance with Section 11.2 or Section 11.3 is given by Claims under the Environmental Agreement, the Indemnified Party must submit to the Indemnifying Party with respect thereto on any claim pursuant to Article 9.2. (whether a direct claim or before 5:00 p.m., Houston, Texas time, on or prior to a Third-Party Claim) within three (3) years after the date that is eighteen (18) months after of on which the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach Party had or should have had knowledge of any representation Loss or warranty contained in Damage, Third-Party Claim, or discovery of facts or circumstances upon which Indemnified Party could base a claim under Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time9.2. (b) Except as set forth in this AgreementD. For the avoidance of doubt, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 must make a claim under Article 9.2. within such three (the “Individual Indemnity Threshold”3) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleyear period, and thereafterafter which time, the Indemnified Party waives any such Indemnification Claim, and that Indemnification Claim shall only not be entitled brought or initiated by Indemnified Party against Indemnifying Party thereafter. E. Without prejudice to indemnity for the amount in excess of the Indemnity Deductible, subject anything to the limitations set forth contrary in this the Agreement. Except as set forth below, a Party’s total liability to the maximum aggregate liability other for any claim arising out of or in connection with the SN Parties under Section 11.1 Agreement including without limitation for breach of this Agreement contract, breach of warranty, breach of statutory duty, or tort, shall not exceed the Indemnity Cap. Except as set forth belowprice of the relevant quantity of the SUMF Item if delivered (in case of supply of utilities, materials) or the price of the relevant service (in case of supply of services, facilities) if performed or if liability arises from a failure to deliver or to take delivery or to perform, the maximum aggregate liability price of Buyer under Section 11.1 the relevant quantity of this Agreement shall not exceed the Indemnity Cap. SUMF Item had it been delivered (cin case of supply of utilities, materials) The limitations set forth above or the price of the relevant service had it been performed (in this Section 11.4 case of supply of services, facilities). This limitation shall not apply to any claim for indemnification under Section 11.1 with in respect of liabilities resulting from Third-Party Claims, or from cases of fraud, Willful Misconduct and/or Gross Negligence. F. With respect to any breach SUMF Items the provision of (i) which requires Supplier to procure utilities from a Third-Party as indicated in the Fundamental Representations relevant Schedules or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges Sub-schedules, Supplier’s liability to Purchaser for any Loss or Damage incurred due to Supplier’s failure to provide such SUMF Item, when and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs extent such failure is due in whole or in part to the failure of the Third-Party utility provider to perform, will be limited to the amount Supplier is contractually, or statutorily, permitted to recover from such Third-Party utility provider, without regard to the amount, if any, actually recovered by Supplier from such Third-Party utility provider. This limitation of liability shall be not apply in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes respect of determining any Losses liabilities resulting from a breach of any of the SN Parties’ representations and warranties contained in Third-Party Claims under Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.9.2

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Indemnitors shall not be liable required to make any indemnification payment pursuant to Section 10.02(a)(i) or Section 10.02(a)(ii) for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification inaccuracy in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation of the representations and warranties of the Company in this Agreement until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or warranty contained breach and all other Damages arising from any other inaccuracies in Article IIIor breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, Section 4.1or to which any one or more of the Indemnitees has or have otherwise become subject, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 exceeds an amount equal to $500,000 (the “Fundamental RepresentationsDeductible”) may in the aggregate (it being understood that if the total amount of such Damages exceeds the Deductible, then the Indemnitees shall be made at any time entitled to be indemnified against and (ii) compensated and reimbursed only for Indemnified Costs arising out such Damages that are in excess of a breach of any covenant may be made at any timethe Deductible). (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the The maximum aggregate liability of the SN Parties Indemnitors under Section 11.1 of this Agreement Sections 10.02(a)(i) and 10.02(a)(ii) shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capbe equal to $8,000,000. (c) The limitations set forth above in this Section 11.4 10.03(a) and (b) shall not apply to any claim for fraud or intentional misrepresentation or any claim for indemnification under Section 11.1 with respect to which arises from or is a result of or directly or indirectly connected with, any breach of (i) the a Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI Representation. The maximum liability of this Agreementeach Indemnitor under Section 10.02 shall be equal to such Indemnitor’s Pro Rata Share of Aggregate Merger Consideration. (d) Each Party acknowledges and agrees thatAbsent fraud or intentional misrepresentation, after the Closing Date, except as otherwise set forth indemnification provisions contained in this Article XII of this Agreement, Buyer’s and 10 are intended to provide the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy following the Closing as to all Damages any Indemnitee may incur arising from or relating to this Agreement, the Merger or the transactions contemplated hereby (it being understood that nothing in this Section 10.03(d) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the Indemnified Costs shall covenants referred to in this Agreement or to be in accordance with, and limited by, performed after the provisions Closing or any rights arising out of claims Parent or the Surviving Corporation may have under the letters of transmittal delivered pursuant to Section 2.08). Notwithstanding anything to the contrary set forth in this Article XI. (e) For purposes of determining herein, Parent may recover from the General Escrow Fund any Losses resulting from a breach of Damages which are suffered or incurred by any of the SN Parties’ representations Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and warranties contained which arise from or as a result of, or are connected with any fraud or intentional misrepresentation of the Company or any of its Representatives (whether or not such actions have been authorized) in Article III connection with the due diligence investigation conducted by or Article IV on behalf of Parent in connection with its consideration of the Merger or any of the other transactions contemplated hereby or the negotiation, execution and performance of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedAgreement.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party ▇▇▇▇▇▇▇ shall not be liable obligated to indemnify or hold the JV Entity Group Members harmless with respect to any Losses or Expenses under Section 12.1(a)(i) or Section 12.1(a)(ii) unless and until the aggregate amount of all Losses and Expenses suffered, sustained or incurred by JV Entity Group Members with respect to all matters for which indemnification is to be provided under Section 12.1(a)(i) or Section 12.1(a)(ii), exceeds $3.0 million (the “Deductible”) (it being understood that such amount shall be a deductible for which ▇▇▇▇▇▇▇ shall bear no indemnification responsibility). (b) The aggregate amount required to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a)(i) and Section 12.1(a)(ii) shall not exceed $22.5 million (the “Cap”). (c) Notwithstanding anything to the contrary in this Agreement, the Deductible and the Cap shall not apply to Losses and Expenses resulting from or arising out of (i) any willful breach of any covenant, agreement or obligation or (ii) the breach or inaccuracy of any of the ▇▇▇▇▇▇▇ Fundamental Representations and Warranties. (d) Notwithstanding anything to the contrary in this ARTICLE XII, in no event shall the aggregate amount to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a) exceed $300 million. (e) In any case where an Indemnified Costs Party recovers from third Persons any amount in respect of any Losses or Expenses with respect to which an Indemnitor has indemnified it pursuant to this Article XI unless a written claim for indemnification ARTICLE XII, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered in accordance with Section 11.2 respect of such Losses and Expenses (after deducting therefrom the full amount of the expenses incurred by such Indemnified Party in procuring such recovery (including, in the case of insurance proceeds, any deductible or Section 11.3 is given self-insured retention amount)), but not in excess of the amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such Losses and Expenses. (f) EXCEPT AS SET FORTH IN SECTION 12.6(i), (I) IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE XII FOR (X) ANY PUNITIVE DAMAGES OR (Y) (1) ANY DAMAGES RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT WHICH (A) WOULD NOT, AS OF THE DATE HEREOF, BE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF SUCH WARRANTY OR INACCURACY OF SUCH REPRESENTATION OF THE NATURE GIVING RISE TO THE RELEVANT INDEMNIFIABLE EVENT OR (B) WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT OR (2) ANY DAMAGES (OTHER THAN THOSE RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT) WHICH ARE NOT THE REASONABLY FORESEEABLE RESULT OF THE RELEVANT INDEMNIFIABLE EVENT OR WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT, EXCEPT TO THE EXTENT ANY SUCH DAMAGES DESCRIBED IN THE FOREGOING CLAUSES (X) AND (Y) ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII, AND (II) WITH RESPECT TO THE INDEMNITIES PROVIDED UNDER SECTIONS 12.1(a)(iv) AND 12.2(b)(i), IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUES OR PROFITS, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII. (g) Except (i) for remedies arising under the JV Entity Ancillary Agreements, Company Ancillary Agreements, Partner Ancillary Agreements and ▇▇▇▇▇▇▇ Ancillary Agreements (which remedies shall be governed exclusively by the terms thereof and shall not be limited by the terms of this Agreement), (ii) as set forth in Section 12.6(i) and (iii) injunctive and provisional relief (including specific performance), if the Closing occurs, this ARTICLE XII shall be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement) or otherwise in respect of the transactions contemplated hereby. For the avoidance of doubt, no remedy related to or arising from any breach of any JV Entity Ancillary Agreement, Company Ancillary Agreement, Partner Ancillary Agreement or ▇▇▇▇▇▇▇ Ancillary Agreement shall be available under this ARTICLE XII. Subject to Section 12.6(i), the parties may not avoid the limitations on liability, recovery and recourse set forth in this ARTICLE XII by seeking damages for breach of contract, tort or pursuant to any other theory or liability. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. Anything herein to the Indemnifying Party with respect thereto contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after part of the Closing DateJV Entity, the Company, Partner or any ▇▇▇▇▇▇▇ Party, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby; provided, however, in the event that written claims the ▇▇▇▇▇▇▇ Investment or the Partner Investment occurs prior to the ▇▇▇▇▇▇ Transaction and the ▇▇▇▇▇▇ Transaction fails to be consummated for indemnification any reason whatsoever and the ▇▇▇▇▇▇ Merger Agreement is terminated, the parties hereto agree that concurrently with the termination of the ▇▇▇▇▇▇ Merger Agreement, (iI) JV Entity shall return to ▇▇▇▇▇▇▇ and Partner the ▇▇▇▇▇▇▇ Investment Amount and the Partner Investment Amount, respectively, to the extent paid to JV Entity prior to such time, (II) ▇▇▇▇▇▇▇ LLC and Partner shall return to JV Entity the JV Entity LLC Agreement, and the Common Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for Indemnified Costs arising out of a breach of the Initial JV Membership Interest) and Preferred Units purchased hereby shall, without any representation or warranty contained in Article IIIfurther action by any party, Section 4.1automatically be cancelled and deemed returned to JV Entity, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (iiIV) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as other than the obligations set forth in clauses (I) and (II) of this proviso, the parties shall have no further obligations under this Agreement and ▇▇▇▇▇▇▇ and Partner shall have no rights, title or interest in or to the ▇▇▇▇▇▇▇ Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest, which shall be retained by ▇▇▇▇▇▇▇ LLC) or the Partner Units, respectively. Notwithstanding anything to the contrary in this Agreement, an Indemnified Party (x) ▇▇▇▇▇▇▇ shall not be required to indemnify any JV Entity Group Member for any Losses to the extent the liability underlying such Losses was included as a current liability in the computation of the Final Closing Net Working Capital Amount and (y) it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be construed accordingly. (h) In the event it is finally determined that any JV Entity Group Member is entitled to be indemnified pursuant to this Article XII for any Indemnified Costs with respect Losses or Expenses, such Losses and/or Expenses shall be paid by the Indemnitor to the JV Entity. ▇▇▇▇▇▇▇ may, at its option, satisfy any individual Claim that does not equal or exceed $150,000 indemnification obligation for Losses hereunder (the “Individual Indemnity Threshold”other than pursuant to Section 12.1(a)(iv)) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductiblefirst $22,500,000 of Losses payable by ▇▇▇▇▇▇▇ under this Article XII (other than pursuant to Section 12.1(a)(iv), subject in whole or in part, by surrendering a number of Common Units with a value equal to the limitations set forth amount of all or such part of such indemnification obligation (based on the Fair Market Value (as defined in this the JV Entity LLC Agreement. Except ) of such equity as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 time of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsurrender). (ci) The limitations set forth above Nothing in this Section 11.4 ARTICLE XII shall not apply operate to limit the liability of ▇▇▇▇▇▇▇ to the JV Entity Group Members in the event ▇▇▇▇▇▇▇ is finally determined by a court of competent jurisdiction to have committed actual fraud with specific intent to deceive any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy JV Entity Group Member with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedexpressly made herein.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Except for Losses based on (i) fraud or (ii) arising in connection with any Indemnification Claim based on any of the Fundamental Representations or the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to an amount equal to their Pro Rata Share of the Escrow Amount. For Losses (A) based on fraud committed by the Company or (B) arising in connection with any Indemnification Claim based on (1) a breach of any of the Fundamental Representations pursuant to Section 8.2(a)(i) or (2) Sections 8.2(a)(ii) through 8.2(a)(ix), inclusive, the aggregate liability of each Company Escrow Party shall be limited to an amount equal to the sum of the portion of the Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount (except, with respect to fraud committed by the Company, to the extent set forth below). For Losses arising in connection with any Indemnification Claim based on a breach of any of the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 20% of the sum of the portion of Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount. For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited. In the case of any Indemnification Claim arising out of Section 8.2(a)(i), or Section 8.3(a), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be obligated to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, until the total amount of Losses with respect to the aforementioned claims that the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, are entitled to recover exceeds $350,000 (the “Threshold”). If such Losses exceed the Threshold, then the Indemnifying Party shall be responsible to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, for all Losses without regard to the Threshold. Notwithstanding the foregoing, this paragraph shall in no way limit, and the Threshold shall not apply to, the Parent Indemnified Parties’ right to indemnification for Losses arising in connection with any Indemnification Claim based on fraud. (b) The aggregate liability of Parent to all Company Indemnified Parties under this Article VIII shall be limited to an amount equal to Merger Consideration. (c) Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party”) shall not be liable for obligated to indemnify and hold harmless any Indemnified Costs pursuant to Person claiming indemnification under this Article XI VIII (an “Indemnified Party”) after the expiration of any applicable Survival Period unless a written claim for indemnification in accordance Claim Notice with Section 11.2 or Section 11.3 is respect to such Indemnification Claim shall have been given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date expiration of the applicable Survival Period. (d) The obligations of each Company Escrow Party under Section 8.2 shall be satisfied, first, from the Escrow Amount. If the full amount of the Escrow Amount is paid to Parent in satisfaction of Indemnification Claims, any additional liability of the Company Escrow Parties under Section 8.2 shall be satisfied from other assets of the Company Escrow Parties, including by offset of amounts not yet paid by Parent under this Agreement or any other Operative Document. The aggregate value of Indemnification Claims paid to the Parent Indemnified Parties shall be deemed to reduce the Merger Consideration. (e) The amount of any Losses for which indemnification is sought pursuant to this Article VIII shall be reduced by (i) the amount of any third party insurance proceeds actually recovered by any Indemnified Party from any third party insurance carrier that is eighteen not an Affiliate of Parent, net of any increase in insurance premiums or other costs, including deductibles, incurred in connection with recovering such insurance proceeds; (18ii) months after the amount of the Closing Dateany indemnity or contribution actually recovered by any Indemnified Party from any third party that is not an Affiliate of Parent, net any costs incurred in connection with recovering any such amounts; provided, however, that written claims the foregoing in no way obligates any Indemnified Party to purchase or maintain any third party insurance policy or to seek recovery of any such insurance proceeds or indemnity or contribution amounts from any Person; and (iii) the amount of any Tax benefit actually recognized by Parent or any of its Affiliates in the taxable year in which such Losses are incurred or the indemnification payment therefor is made pursuant to this Article VIII (as such actually recognized amount is determined in good faith by Parent). (f) Notwithstanding anything in this Article VIII to the contrary, Losses shall not include exemplary or punitive damages or consequential damages that are not reasonably foreseeable, except in each case to the extent awarded by a court, arbitrator or other Governmental Body to a third party and paid to such third party by an Indemnified Party. (g) Solely for indemnification purposes of determining the amount of Losses under Sections 8.2 and 8.3 (i) but not for Indemnified Costs arising out purposes of determining whether a breach of any representation representation, warranty, covenant or warranty contained in Article IIIobligation has occurred), Section 4.1all qualifications and limitations as to materiality, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 Company Material Adverse Effect and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out words of a breach of any covenant may be made at any time. (b) Except as similar import set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Notwithstanding anything to the contrary contained in this Agreement, except in the case of actual and intentional fraud (as defined under Delaware common law), (i) the amount of Damages that may be recovered by an Indemnified Party under Section 5.1(a) or Section 5.2(a) shall not exceed $350,000 (provided that (A) such limitation shall not apply to the Specified Reps and the Fundamental Reps and (B) the amount of Damages that may be recovered by an Indemnified Party under Section 5.1(a) or Section 5.2(a) with respect to the Specified Reps shall not exceed $1,000,000), and (ii) an Indemnified Party shall not be permitted to recover any Damages under Section 5.1(a) or Section 5.2(a), as the case may be, until the aggregate amount of all such Damages exceed an amount equal to $100,000 (the “Deductible”) (other than with respect to the Fundamental Reps) and then only to the extent of such excess. With respect to any Damages that may be recoverable by an Indemnified Party under Section 5.1(a) or Section 5.2(a), the Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 individual or Section 11.3 is given by series of related Damages which do not exceed $10,000 (which Damages shall not be counted toward the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeDeductible). (b) Except as set forth in this Agreement, The amount of Damages recoverable by an Indemnified Party will not be entitled to any Indemnified Costs under this Article V with respect to an indemnity claim shall be reduced by the amount of any individual Claim that does not equal insurance payment or exceed $150,000 other third-party recovery actually received by such Indemnified Party with respect to such indemnity claim minus the amount of any increase in insurance premiums and reasonable costs of collection directly attributable to such recovery (the “Individual Indemnity ThresholdRecovery”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the ). If an Indemnified Party receives any insurance payment or third-party payment in connection with any claim for Damages for which it has already been indemnified by the Indemnifying Party, it shall only be entitled pay to indemnity for the Indemnifying Party, within 30 calendar days of receiving such insurance payment, an amount equal to the Recovery (up to the amount in excess of paid by the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapIndemnifying Party). (c) The limitations set forth above in In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of Article V that are (i) consequential damages or Damages for lost profits or diminution in value, in each case except for those that are reasonably foreseeable and proximately caused by the Fundamental Representations asserted breach, or (ii) the indemnification obligations set forth punitive, special, trebled or exemplary damages, in this Article XI of this Agreementeach case other than any amounts paid to an unaffiliated third party with respect to Third Party Claims based on a final judgment. (d) Each Party acknowledges Except with respect to claims related to actual and agrees thatintentional common law fraud or for specific performance as provided in Section 6.9, from and after the Closing Date, except as otherwise set forth in the rights of the Indemnified Parties under this Article XII of this Agreement, Buyer’s and V shall be the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy remedies of the Indemnified Parties with respect to claims under, or otherwise relating to the Indemnified Costs shall be in accordance withtransactions that are the subject of, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any Agreement. Without limitation of the SN Parties’ representations and warranties contained foregoing, in Article III no event shall any party, its successors or Article IV of this Agreement for which Buyer Indemnified Parties would permitted assigns be entitled to indemnification, any dollar claim or materiality qualifications in seek rescission of the SN Parties’ representations and warranties shall be disregardedContemplated Transactions.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything to the contrary herein, the Equity Holders shall not be liable under Section 6.1(a) or clause (x) of Section 8.2 unless and until the aggregate Damages for any Indemnified Costs pursuant to this Article XI unless a written claim which they would otherwise be liable under Section 6.1(a) and clause (x) of Section 8.2 exceed $1,000,000 (at which point the Equity Holders shall become liable for indemnification the aggregate Damages under Sections 6.1(a) and clause (x) of Section 8.2 and not just amounts in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after excess of the Closing Date$1,000,000); provided, however, that written claims the limitation set forth in this paragraph (a) shall not apply with respect to any liability with respect to breaches of Section 2.9(o) or, for indemnification the avoidance of doubt, liability under clauses (iy) for Indemnified Costs arising out or (z) of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time8.2. (b) Except as set forth From and after the Effective Time, except in this Agreementthe case of fraud or knowing misrepresentation, an Indemnified Party will not be entitled to any Indemnified Costs the sole and exclusive remedy of the Buyer with respect to claims resulting from or relating to any individual Claim that does not equal misrepresentation, breach of warranty or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal failure to perform any covenant or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth agreement contained in this Agreement. Except as set forth below, Agreement (including any claim under Article VIII) or arising out of or in connection with the maximum aggregate liability of the SN Parties Company's obligations under Section 11.1 of this Agreement shall not exceed be the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapIndemnification Escrow Shares. (c) The limitations set forth above in this Section 11.4 No Equity Holder shall not apply to have any claim for indemnification under Section 11.1 right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (id) Notwithstanding anything to the Fundamental Representations contrary set forth herein, nothing in this Article VI or in Article VIII is intended to create an affirmative indemnity obligation by any Equity Holder for fraud or knowing misrepresentation (ii) it being understood that the foregoing shall not limit any right of the Buyer to assert any claim based on fraud or knowing misrepresentation not based on the indemnification obligations set forth in this Article XI Sections 6.1 and 8.2 of this Agreement (as affirmed by Section 4 of the Stockholders Agreement and Section 2 of the Management Participant Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI)). (e) For purposes Any recovery of determining Damages by the Buyer for indemnification pursuant to Article VI shall be offset by any Losses resulting insurance proceeds actually received by the Buyer corresponding to such indemnification claim. To the extent the Buyer receives any such insurance proceeds after the delivery of Indemnification Escrow Shares from a breach of any the Equity Holders pursuant to Section 3 of the SN Parties’ representations Indemnification Escrow Agreement, the Buyer will issue and warranties contained deliver that number of Buyer Common Shares equal to the value of the insurance proceeds to the Equity Holders or to the Escrow Agent, to be allocated among the Equity Holders in accordance with Article III or Article IV I of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedAgreement.

Limitations. The following (a) In no event shall the Elan Companies or the Acquiror Parent or the Acquirors be liable for any Damages pursuant to a claim based upon a representation or warranty or, if the Closing occurs, a covenant or agreement to be performed at or prior to the Closing and pursuant to Section 11.02(a)(i) or 11.02(b)(i), as applicable, unless and until (i) the individual claim giving rise to any Damages exceeds $100,000, in which case the Elan Companies or the Acquiror Parent and the Acquirors, as applicable, shall be liable for all Damages arising from such claim, (ii) the aggregate amount of all such Damages exceeds $5,000,000, in which case the Elan Companies or the Acquiror Parent and the Acquirors, as applicable, shall be liable for all such Damages only in excess of such amount, and then (iii) not for any amount in excess of $50,000,000 for all claims made under such Section 11.02(a)(i) or 11.02(b)(i), as applicable, in the aggregate. Notwithstanding the foregoing, the provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a11.03(a) The Indemnifying Party shall not be liable for applicable to any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty by any party attributable to such party's fraud or willful misrepresentation contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timetherein. (b) Except as set forth in this Agreement, an Indemnified Party will not The amount of any Damages recoverable by a party under Section 11.02 shall be entitled to (i) reduced by (x) the amount of any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, actual Tax Benefits realized by the Indemnified Party shall only be entitled that result from the Liability that gave rise to such indemnity for and (y) the amount in of any insurance proceeds paid to the indemnified party relating to such claim and (ii) if the Tax Benefits are less than zero, increased by the amount of any actual net Tax cost (i.e., the excess of the Indemnity Deductible, subject to Tax increases over the limitations set forth in this Agreement. Except as set forth below, Tax savings actually realized by the maximum aggregate liability Indemnified Party) incurred by the Indemnified Party that results from the receipt of indemnity payments hereunder (grossed up for income Taxes on the amount of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capnet Tax cost). (c) The limitations set forth above in this Section 11.4 For purposes of any right to indemnification hereunder, the representations and warranties of the Elan Companies, the King Companies and their respective Subsidiaries shall be deemed not apply qualified by any references therein to any claim for indemnification under Section 11.1 with respect materiality generally or to whether or not any breach of (i) the Fundamental Representations would result in a Material Adverse Effect or (ii) the indemnification obligations set forth in this Article XI of this Agreementan Acquiror Material Adverse Effect. (d) Each Party acknowledges and agrees thatTHE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO SPECIAL, after the Closing DateEXEMPLARY OR CONSEQUENTIAL DAMAGES, except as otherwise set forth in Article XII of this AgreementINCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIOR PUNITIVE DAMAGES. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party No amounts shall not be liable for payable as a result of Losses from any Indemnified Costs claim arising pursuant to this Article XI Agreement unless such Losses exceed $25,000 (any claim involving Losses equal to or less than such amount being referred to as a written “De Minimis Claim”) or any other claim for indemnification in accordance with Section 11.2 arising under this Agreement relating to a breach or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out alleged breach of a breach of any representation or warranty contained unless and until the Buyer Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in Article IIIthis Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Buyer Indemnified Parties may bring a claim for all Losses in excess of such amount. Nothing in the preceding sentence shall apply to, or in any way limit the obligations of, an Indemnifying Party (a) under Section 4.112.05 to pay all reasonable defense costs in respect of third-party claims, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth with respect to any Excluded Liabilities of which Judbury is the obligor or (c) any and all Employment Liabilities arising from or incurred by reason of any claims made under the Transfer Regulations, or otherwise, by any Irish Employee against the Buyer Indemnified Parties, provided however that notwithstanding anything to the contrary in this Agreement, an Indemnified Party will not no amount shall be entitled to any Indemnified Costs payable in connection with respect to any individual Claim that does not equal or pre-closing breaches of covenants until Losses resulting from pre-closing breaches of covenants exceed $150,000 25,000, in which case the Buyer Indemnified Parties may bring a claim for the full extent of such Losses. The maximum collective liability of the Sellers and the Indemnifying Entity under this Agreement shall not exceed 10% of Purchase Price in the aggregate (the “Individual Indemnity ThresholdAmount”) ). No amounts shall be payable as a result of any De Minimis Claims or any claim arising under Section 12.02 unless and all such Claims that equal until the Seller Indemnified Parties have suffered, incurred, sustained or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled become subject to indemnity for the amount Losses referred to in this Agreement in excess of $500,000 in the Indemnity Deductibleaggregate (not taking into account any De Minimis Claims), subject to in which case the limitations set forth Seller Indemnified Parties may bring a claim for all Losses in this Agreement. Except as set forth below, excess of such amount and the maximum aggregate liability of the SN Parties Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapAmount. Except as set forth belowNotwithstanding the foregoing, the maximum aggregate collective liability of Buyer under Section 11.1 the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of this Agreement Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Indemnity CapPurchase Price. Notwithstanding the foregoing, the De Minimis Claim limitation set out above shall not apply to any Air France Reduction. (b) An Indemnifying Party is not liable to an Indemnified Party for any claim under or in relation to or arising out of this Agreement including a breach of a representation or warranty (a) to the extent that the claim arises or is increased as a result of any change in applicable accounting standards after June 30, 2011 or any change in accounting policies applied on or after June 30, 2011 from those used by a party before the date of this Agreement and (b) if the claim is as a result of or in respect of any law or regulation not in force at the date of this Agreement (including any legislation or regulation which takes effect retrospectively and (c) to the extent that the claim or Loss in relation to the claim is remediable, provided it is remedied to the satisfaction of the Indemnified Party, acting reasonably, within 60 days after the Indemnifying Party receives written notice of the claim in accordance with Section 12.05(a), provided that to the extent any such 60 day remedy period begins after the 12th month of the relevant 18 month survival period for the relevant representation, warranty or covenant, the remaining six month survival period shall be tolled for such remedy period. (c) The limitations set forth above Where an Indemnified Party is or may be entitled to recover from some other person any sum, including by way of contract, indemnity, under a policy of insurance or otherwise, in respect of any matter or event which could give rise to a claim under this Section 11.4 Agreement, the Indemnified Party must use its reasonable endeavors to recover that sum before making the claim, keep the Indemnifying Party informed of the conduct of such recovery; and reduce the amount of any subsequent claim against the Indemnifying Party for the same or similar Loss by the amount recovered, provided, however, this provision shall not apply to representation and warranty insurance obtained by the Buyer, if any. If the recovery is delayed until after the claim has been paid by the Indemnifying Party, the recovered amount must be paid to the Indemnifying Party after deduction of all reasonable costs and expenses of the recovery. (d) An Indemnified Party must take all reasonable action to mitigate any Loss suffered for which a claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth could be made. Nothing in this Article XI Agreement restricts or limits any general obligation at law to mitigate any Loss or damage. If an Indemnified Party does not comply with this obligation where such compliance would have mitigated the Loss, the Indemnifying Party will not be liable for the amount by which the Loss would have been reduced. (e) The sole remedies of the Buyer Indemnified Parties in connection with the sale and purchase of the Capital Interests, Loan Notes and Aviation Loans will be as set out in this Agreement. (df) Each Party acknowledges of the parties to this Agreement acknowledges, and agrees thatrepresents and warrants to each other party that is has neither made nor given, after nor relied upon, any representation, warranty, promise or undertaking, statement or conduct in entering into or agreeing to the Closing Date, terms and conditions of this Agreement except those representations and warranties as expressly set out in this Agreement and except as otherwise set forth in Article XII of this Agreementherein, Buyer’s the Sellers are selling the Companies on an “as is, where is basis” and to the fullest extent allowed by law, disclaim all other Buyer Indemnified Parties’ warranties, representations and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy guarantees, whether express or implied. (g) Except with respect to the Losses actually awarded or otherwise payable by any Indemnified Costs Party pursuant to a third party claim brought against an Indemnified Party, no Indemnified Party shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationindemnification pursuant to this Article 12 for lost profits, any dollar punitive damages, exemplary damages, special damages or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedsimilar damages (including damages calculated as or based on a multiple of earning or lost proceeds or profits or similar methodology).

Limitations. The following provisions of Notwithstanding anything set forth in this Section 11.4 shall limit Agreement to the indemnification obligations hereundercontrary: (a) The Indemnifying Party Seller shall not be liable for have any Indemnified Costs pursuant liability under this Agreement other than a right of the Buyer to this Article XI unless a written claim for indemnification set-off against amounts due under the Note in accordance with Section 11.2 or Section 11.3 is given by 6.6 and shall not have any liability in the Indemnified Party aggregate at any time in excess of an amount equal to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to amounts due under the date that is eighteen (18) months after of the Closing DateNote; provided, however, that written claims for indemnification (ithe foregoing limitation shall not apply to recovery under Section 6.2(a) for Indemnified Costs arising out any inaccuracy in or breach of a any Fundamental Representations or the representations and warranties in Section 2.8 (Compliance With Laws), for which the Buyer shall also be entitled to set-off against the Launch Products Deferred Payments and the Hycet Deferred Payments in accordance with Section 6.6. (b) The Buyer shall not be entitled to recovery under Section 6.2(a) unless the amount of damages resulting from an individual breach of the representations and warranties (or series of related breaches) exceeds $5,000. (c) Except for breaches of any Fundamental Representations, the Buyer shall not be entitled to recovery under Section 6.2(a) unless and until the aggregate amount of the damages due to the Buyer exceeds $90,000, in which event the Buyer shall be entitled to recovery for the full amount of damages from the first dollar. (d) For purposes of this Section 6, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality or other similar qualification contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled or otherwise applicable to any Indemnified Costs with respect to any individual Claim that does not equal such representation or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIwarranty. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which The Buyer Indemnified Parties would shall not be entitled to indemnification, recovery for any dollar damages to the extent such damages are reserved for as a liability or materiality qualifications contra-asset in the SN Parties’ representations Closing Balance Sheet as finally determined in accordance with this Agreement and warranties are taken into account in the determination of the Adjusted Working Capital. (f) All damages recoverable by the Buyer as a right of the Buyer to set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 shall be disregardednet of any proceeds the Buyer actually recovers under any available insurance less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums. Following the Closing, the Buyer and the Company Parties shall use commercially reasonable efforts to claim and recover in full any damages or losses under any insurance policies maintained by or for the benefit of the Buyer or the Company Parties or otherwise covering the business of the Company Parties if and to the extent they are seeking indemnification for such damages or losses hereunder. (g) Notwithstanding any other provision in this Agreement to the contrary, the Buyer shall not be entitled to a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 for any for damage to reputation, lost business opportunities, lost profits, mental or emotional distress, incidental, special, consequential, exemplary, punitive, or indirect damages, interference with business operations or diminution in value. (h) All amounts recovered by the Buyer as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 shall be treated by the Parties as an adjustment to the consideration for the Units.

Limitations. The following provisions of this Section 11.4 No amount shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant payable to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Buyer Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after in satisfaction of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under pursuant to this Section 11.1 with respect 7.2(b) unless and until the aggregate Losses paid, incurred, sustained or accrued (or anticipated to be paid, incurred, sustained or accrued) equal or exceed [*] (the “Deductible Amount”), at which time the Sellers shall indemnify the Buyer Indemnified Parties [*]; provided, that, amounts payable to a Buyer Indemnified Party in satisfaction of claims for indemnification pursuant to [*]. Sellers shall not have any breach monetary Liability for Losses in excess of Ninety Million Dollars ($90,000,000) (the “Indemnification Cap”), except that (i) Sellers’ maximum aggregate liability for amounts payable to Buyer Indemnified Parties in satisfaction of claims for indemnification for Losses arising from, based on or relating to any matters set forth in [*] shall be limited (in the Fundamental Representations or (iiaggregate, among all such claims) to [*]. Any amounts payable pursuant to the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs hereunder shall be in accordance withpaid without duplication, and limited by, the in no event shall any party be indemnified under different provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled the same Loss. Nothing in this Section 7.2(b) shall limit Buyer’s right to indemnification, any dollar or materiality qualifications in the SN Partiesseek equitable relief (including an injunction) to enforce Sellers’ representations and warranties shall be disregardedobligations under this Agreement.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, the Buyer Indemnified Parties shall not be liable for permitted to recover any Damages incurred or suffered by Buyer Indemnified Costs Parties resulting from any breach by the Company of its representations and warranties pursuant to this Article XI unless a written claim for indemnification in accordance Section 9.1(a) (other than with Section 11.2 or Section 11.3 is given respect to the Fundamental Representations) until all Damages incurred by the Buyer Indemnified Party Parties pursuant to such section exceed $150,000 in the Indemnifying Party with respect thereto on or before 5:00 p.m.aggregate, Houstonat which point the Buyer shall be entitled to recover all such Damages in excess of $150,000. Solely for the purpose of determining the existence of, Texas time, on or prior to and calculating the date that is eighteen (18) months after amount of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs any Damages arising out of a or resulting from, any breach of any representation or warranty of the Company contained in this Agreement (other than any breach of any representation or warranty contained in Article IIISection 3.6(ii) (Absence of Certain Changes)) or the certificates required by Sections 7.2(a), Section 4.1and 7.3(a), Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may such representation or warranty shall be made at read without regard to any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeMaterial Adverse Effect or materiality qualifiers contain therein. (b) Except as set forth in In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this AgreementArticle IX that are consequential, an Indemnified Party will special or punitive or otherwise not be entitled to any Indemnified Costs with respect to any individual Claim actual damages; provided, however, that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement sentence shall not exceed apply to or limit in any respect any claim by the Indemnity CapCompany Participating Equityholders based on a breach of Section 2.5(c) or 2.5(d) (other than any such damages payable to third parties). Except as set forth below, Each party shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate the maximum aggregate liability of Buyer Damages for which indemnification is provided to it under Section 11.1 of this Agreement shall not exceed the Indemnity CapArticle IX. (c) The limitations set forth above amount of Damages recoverable by an Indemnified Party under this Article IX with respect to an indemnity claim shall be reduced by the amount of any insurance payment received by such Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim less any costs of recovery and resulting increases in this Section 11.4 premiums. An Indemnified Party shall not apply use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any claim for indemnification under Section 11.1 Damages it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any breach Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already been indemnified by the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (i) the Fundamental Representations or amount previously received by the Indemnified Party under this Article IX with respect to such claim plus the amount of the insurance payments received, over (ii) the indemnification obligations set forth in amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article XI of this AgreementIX. (d) Each Party acknowledges Except with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, (i) the rights of the Indemnified Parties under this Article IX and agrees thatSection 6.10(c) shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, after or otherwise relating to the Closing Datetransactions that are the subject of, except as otherwise this Agreement and (ii) the right to (x) seek recourse against the General Escrow Funds and the Tax Escrow Funds and (y) set-off set forth in Article XII of this Agreement, Buyer’s and Section 9.6 shall be the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect means for the Buyer Indemnified Parties to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in collect any Damages for which they are entitled to indemnification under this Article XIIX. Without limiting the generality of the foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) For purposes of determining any Losses resulting from a breach of any of this Article IX, (i) if the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationCompany Participating Equityholders comprise the Indemnifying Party, any dollar or materiality qualifications in references to the SN Parties’ representations and warranties Indemnifying Party (except provisions relating to an obligation to make any payments) shall be disregardeddeemed to refer to the Indemnification Representative and (ii) if the Company Participating Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Indemnification Representative.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Notwithstanding anything to the contrary in this Agreement, except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) the Multiple Closings Indemnification, (i) an Indemnified Party shall not be liable for any Indemnified Costs entitled to indemnification pursuant to this Article XI Section 7.2 unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given and until the total amount of the Losses incurred by all Indemnified Parties exceeds the amount equal to (x) the total Purchase Price received by the Selling Shareholder under Section 2.5 divided by (y) 140 (such amount, the “Basket”), in which event the Indemnified Party Parties shall be entitled to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after receive indemnification of the Closing Date; providedfull amount of the Losses (including, howeverfor the avoidance of doubt, the initial Basket of such Losses, provided that written any individual claim or related claims for indemnification Losses must exceed Twenty-Five Thousand Dollars (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article IIIUS$25,000)), Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) the aggregate Liability of the Indemnifying Parties to the Indemnified Parties for Indemnified Costs arising out of a breach of any covenant may indemnification under Section 7.2 shall be made at any timelimited to the total Purchase Price received by the Selling Shareholder under Section 2.5. (b) Except as set forth in this Agreement, an The amount of any Losses incurred by any Indemnified Party will not shall be entitled to reduced by the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any Indemnified Costs insurer under insurance policies with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount Losses in excess of the Indemnity Deductiblesum of (i) reasonable out-of-pocket costs and expenses relating to collection under such policies, subject (ii) any deductible associated therewith to the limitations set forth extent paid and (iii) any corresponding increase in this Agreementinsurance premiums or other chargebacks resulting from, arising out of, or in connection with, insurance payments for the Losses. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement Such Indemnified Party shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capuse commercially reasonable efforts to effect any such recovery. (c) The limitations set forth above in For the avoidance of doubt, any Liability under this Section 11.4 Agreement shall not apply be determined without duplication of recovery by reason of the state of facts giving rise to any claim for indemnification under Section 11.1 with respect to any such Liability constituting a breach of (i) more than one warranty, covenant or agreement, and no Indemnified Party shall be entitled to recover the Fundamental Representations same Losses or (ii) obtain payment, reimbursement or restitution for the indemnification obligations set forth same expenses more than once in this Article XI respect of any inaccuracy or breach of any provision of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Except as otherwise provided in Section 7.8, Buyer shall not be liable required to make any indemnification payment pursuant to Section 7.2(a) for any breach of the representations and warranties made by Buyer until such time as the total amount of all indemnifiable Losses (including Losses arising from such breach and all other indemnifiable Losses arising from any other breaches of any representations or warranties) that have been suffered or incurred by all of the Paragon Indemnified Costs pursuant to this Article XI unless a written claim for indemnification Parties collectively exceeds $50,000 (the “Deductible Amount”). In such event, if the total amount of such indemnifiable Losses exceeds the Deductible Amount, the Paragon Indemnified Parties shall be entitled, in accordance with the provisions in this Article VII, to be indemnified against and compensated and reimbursed for all indemnifiable Losses in excess of the Deductible Amount. Except as otherwise provided in Section 11.2 7.7, in no event shall the aggregate liability of the Buyer pursuant to Sections 7.2(a), (b) or Section 11.3 is given by (c) exceed an amount equal to $5,000,000 (the Indemnified Party “Cap Amount”). Buyer shall have the right to reacquire Buyer Shares from the Indemnifying Party Shareholders, if any of such shares are then held, in satisfaction of an indemnification claim with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior each share being deemed to have the date that is eighteen (18) months after same value per share as of the end of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth otherwise provided in Section 7.8, Paragon and Intermezzo shall not be required to make any indemnification payment pursuant to Section 7.1(a) for any breach of the representations and warranties made by either of them until such time as the total amount of all indemnifiable Losses (including Losses arising from such breach and all other indemnifiable Losses arising from any other breaches of any representations or warranties) that have been suffered or incurred by all of the Buyer Indemnified Parties collectively exceeds the Deductible Amount. In such event, if the total amount of such indemnifiable Losses exceeds the Deductible Amount, the Buyer Indemnified Parties shall be entitled, in accordance with the provisions in this AgreementArticle VII, an Indemnified Party will not to be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) indemnified against and compensated and reimbursed for all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount indemnifiable Losses in excess of the Indemnity Deductible, subject to the limitations set forth in this AgreementDeductible Amount. Except as set forth belowotherwise provided in Section 7.7, in no event shall the maximum aggregate liability of the SN Parties under each of Paragon and Intermezzo pursuant to Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below7.1(a), the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (b) or (c) The limitations set forth above in this Section 11.4 exceed the Cap. Paragon and Intermezzo shall not apply have the right to satisfy any indemnification claim for indemnification under Section 11.1 with respect by tendering to any breach the Buyer Indemnified Parties Buyer Shares which shall be deemed to have a value of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI closing price of this Agreement. (d) Each Party acknowledges and agrees that, after such shares on the Closing Date, except as otherwise set forth in Article XII . In no event will Paragon and Intermezzo have any liability to pay an indemnification claim that exceeds the value of the Buyer Shares and all payments they have received under this Agreement and the Assignment Agreement, Buyer’s and it being understood that Buyer shall have the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect right to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIexercise its set-off right for any further amounts under Section 7.6 hereof. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Neither Transferor nor Transferee shall not be liable entitled to any recovery for any Indemnified Costs pursuant Damages for any breach of a representation or warranty unless and until the total of all such party’s Damages under Section 7.2 exceeds $1,040,000, at which time such party shall be entitled to this Article XI unless a written claim for indemnification recover the aggregate amount of all Damages in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after excess of the Closing Datesuch threshold; provided, however, that written the aggregate liability of each of Transferee, on the one hand, and Transferor, on the other hand, for indemnity under this Article VII shall not exceed $104,000,000. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for indemnification (i) fraud or intentional, criminal, or willful misrepresentation or misconduct or for Indemnified Costs Damages arising out of a or relating to the breach of any representation or warranty contained of Transferor set forth in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time3.10. (b) Except as set forth in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleTHE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, and thereafterPUNITIVE, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity DeductibleINDIRECT, subject to the limitations set forth in this Agreement. Except as set forth belowCONSEQUENTIAL, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth belowREMOTE, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapOR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 7.2. (c) The limitations set forth above in this Section 11.4 Neither Transferor nor Transferee shall not apply be entitled to any claim recovery for indemnification under Section 11.1 with respect to any Damages for breach of (i) any representation or warranty if such Indemnified Party had Knowledge of the Fundamental Representations breach giving rise to such Damages as of the Execution Date or (ii) if the indemnification obligations set forth facts or circumstances underlying such breach are disclosed in this Article XI of this Agreementthe Disclosure Schedules to the extent permitted pursuant to Section 5.4. (d) Each Party acknowledges From and agrees that, after the Closing DateClosing, except as Southampton shall have no liability or obligation to indemnify, save or hold harmless or otherwise set forth in Article XII pay, reimburse or make any Indemnified Party whole for or on account of this Agreementany indemnification claim made by any Indemnified Party for any breach of any representation, Buyer’s warranty, covenant, or agreement of Transferor or Transferee, and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy neither Transferor nor Transferee shall have any right of contribution against Southampton with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIsuch matters. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party Notwithstanding anything herein to the Indemnifying Party with respect thereto on contrary: no Seller shall incur or before 5:00 p.m., Houston, Texas time, on or prior have any liability to indemnify the date that is eighteen Buyer Indemnitees under Section 12.03(b) (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs except with respect to breaches of any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any breaches of the SN Parties’ representations and warranties contained in Article III Section 6.01(i) or Article IV Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by a Seller)) unless (a) the individual amount of any Liability subject to indemnification is greater than or equal to $100,000 and (b) where the aggregate total of all such Liabilities for which all Sellers are liable under this Agreement (after the application of the provisions of clause (a) above) equals or exceeds 2% of the Purchase Price (the “Indemnity Deductible”). In the event that the sum of all such Liabilities exceeds the Indemnity Deductible, then such Seller’s obligation to indemnify the Buyer Indemnitees shall be applicable only to the portion thereof that exceeds the Indemnity Deductible. For avoidance of doubt, no Seller will have any obligation or Liability to Buyer Indemnitees under this Article XII for amounts for which Buyer Indemnified Parties would be entitled a downward adjustment was made to indemnificationthe Purchase Price pursuant to Section 3.04. For the sole purpose of determining whether the amount of any Liability with respect to a claim for indemnification associated with a breach of representation or warranty hereunder exceeds the individual $100,000 threshold or collectively with all other claims, the Indemnity Deductible, any dollar thresholds or materiality qualifications or Material Adverse Effect qualifiers in the SN Parties’ such representations and warranties shall be disregarded. Sellers’ aggregate liability under Section 12.03(b) for breaches of representations and warranties (other than breaches of Fundamental Representations and breaches of the representations and warranties contained in Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by any Seller)) shall be limited to ten percent (10%) of the Purchase Price.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant provisions of Sections 6.5 and 6.6 are applicable to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeVIII. (b) Except as set forth Seller shall have no liability under Sections 8.2(a) or 8.2(b) for any Damages in this Agreement, any way arising out of or related to an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal actual or exceed $150,000 (proposed Development at a Business Property after the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapClosing. (c) The limitations set forth above Parties agree that any Damages incurred by Buyer in this Section 11.4 investigation or remediation activities that are not required pursuant to Environmental Laws shall not apply to any claim be deemed a mandatory obligation for indemnification under purposes of Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement8.2(a). (d) Each Party acknowledges Costs and agrees that, after the Closing Date, except as otherwise set forth expenses incurred in Article XII connection with investigation and remediation of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect a Release of Materials of Environmental Concern shall be indemnifiable under Section 8.2(a) only to the Indemnified Costs shall be in accordance with, and limited by, extent (i) required for the provisions set forth in this Article XIremediation of Materials of Environmental Concern to levels that will permit continued industrial uses at the Business Properties or that meet risk-based cleanup standards based upon industrial use of the Business Properties under applicable Environmental Laws as of the date the remediation is completed; or (ii) necessary to obtain a "no further action" letter or equivalent from a Governmental Entity with primary jurisdiction therefor. (e) For purposes This Article VIII shall be the sole and exclusive remedy of determining any Losses resulting from a breach of (i) Buyer and its Affiliates against Seller or any of its Affiliates, and their respective present or former officers, directors and employees, agents, attorneys or contractors, and (ii) Seller and its Affiliates against Buyer or any of its Affiliates, and their respective present or former officers, directors and employee, agents, attorneys or contractors, for any and all claims, Damages or other matters related directly or indirectly to the SN Parties’ representations Business and warranties contained in Article III arising at any time under Environmental Laws, or Article IV under any common law with respect to Materials of this Agreement for which Environmental Concern. (f) Buyer Indemnified Parties would be entitled and Seller hereby waive (and shall cause their respective Affiliates and the respective successors and assigns of Buyer, Seller and their respective Affiliates to indemnificationwaive) any right to seek contribution or other recovery from each other or their respective Affiliates or any present or former officer, director or employee, agent attorney or contractor of Buyer, Seller or any dollar of their respective subsidiaries with respect to events related directly or materiality qualifications indirectly to the Business prior to the Closing that Buyer and its Affiliates or any of them may now or in the SN Parties’ representations future have under any Environmental Law or any common law providing for any remedy or right of recovery with respect to Environmental Matters or Materials of Environmental Concern other than as expressly provided for in this Article VIII. Buyer and warranties Seller hereby release (and shall be disregardedcause their respective Affiliates and the respective successors and assigns of Buyer, Seller and their respective Affiliates to release) each other and their respective Affiliates and all present or former officers, directors and employees, agents, attorneys or contractors of Buyer, Seller or any of their respective subsidiaries from any and all such claims, demands and causes of action.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for amount of any Indemnified Costs Losses payable pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party, including any insurance provider (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior equal to such amount; provided that such payment shall not exceed the amount of the payment made to the date that is eighteen (18Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 6.3(a) months after of the Closing Date; providedshall not be construed to apply to any amounts recovered from any self-insurance, howevercaptive insurance vehicle, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeother similar arrangement. (b) Except as set forth Notwithstanding anything in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject Agreement to the limitations set forth contrary, neither Buyer nor Seller shall be liable for any punitive or exemplary damages or similar theory, except to the extent actually awarded in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capa Third Party Claim. (c) The limitations set forth above in this Section 11.4 Seller shall not apply to any claim for indemnification be liable under Section 11.1 6.1(a) unless the aggregate Losses incurred by the Buyer Indemnified Parties with respect to any breach all matters for which indemnification is to be provided under Section 6.1(a) exceeds $250,000 (the “Deductible”), in which case Seller will be liable under Section 6.1(a) for all Losses in excess of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this AgreementDeductible. (d) Each Party acknowledges Buyer shall not be liable under Section 6.2(a) unless the aggregate Losses incurred by the Seller Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 6.2(a) exceeds the Deductible, in which case Buyer will be liable under Section 6.2(a) for all Losses in excess of the Deductible. (e) The aggregate amount required to be paid by Seller under Section 6.1(a) or Buyer under Section 6.2(a) shall not exceed $2,250,000. (f) The aggregate amount required to be paid by Seller under Section 6.1 or Buyer under Section 6.2 shall not exceed the Cash Consideration. (g) The representations, warranties, covenants and agrees thatagreements contained herein shall survive the Closing. Indemnification obligations under Section 6.1 with respect to breaches of representations and warranties shall continue with respect to all representations and warranties set forth in Article III, until the date that is two (2) years after the Closing Date, except as otherwise and indemnification obligations under Section 6.2 with respect to breaches of representations and warranties shall continue with respect to all representations and warranties set forth in Article XII of this AgreementIV, Buyer’s and until the other Buyer Indemnified Parties’ and date that is six (6) months after the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy Closing Date; provided however, that with respect to the Indemnified Costs representations in Section 3.1, Section 3.2(a), Section 3.9 and Section 3.13, the Indemnification obligations shall continue for the applicable statute of limitations and the limitations in Section 6.3(c) and Section 6.3(e) shall not be applicable. The indemnification obligations under Section 6.1 and Section 6.2 with respect to breaches of covenants and agreements shall continue until the sixtieth (60th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods or other extensions) bars any claims regarding a breach thereof. Notwithstanding anything to the contrary contained herein, if written notice of any claim for indemnification hereunder has been delivered in accordance with, and limited byherewith prior to the expiration of the applicable period set forth above, the indemnification obligations shall continue with respect to such claim until the final resolution and satisfaction of such claim in accordance with the provisions set forth in of this Article XIVI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying amount of any Losses for which either any Seller or Buyer, as the case may be, is liable shall be reduced by (i) the amount of any insurance proceeds actually paid to the Buyer Indemnified Party and the Seller Indemnified Party, as applicable, and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article XII, Sellers shall not have any indemnification obligations for any individual Losses arising from or in connection with Section 12.2(a)(i) unless and until the aggregate amount of all such Losses, together with the amount of all such Losses under the Other Acquisition Agreement, exceed $2,879,000 (the “Deductible”), in which event Sellers shall be required to pay the full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount (with respect to this Agreement, together with the full amount of such Losses paid or payable by Seller under the Other Acquisition Agreement) of $57,580,000 (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Sellers shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 individual or Section 11.3 is given by the Indemnified Party to the Indemnifying Party series of related Losses which do not exceed $100,000 and any Losses with respect thereto on shall not be included in Losses for purposes of determining the Deductible or before 5:00 p.m.the Cap. (b) In no event shall any party or any of its Affiliates be liable by reason of any breach of any representation, Houstonwarranty, Texas timecondition or other term of this Agreement or any duty of common law, on for any punitive loss or prior to damage and each party hereto agrees that it shall not make any such claim; provided that the date that is eighteen (18) months after foregoing does not limit any of the Closing Date; provided, however, that written obligations or liability of any party or its Affiliates under Sections 12.2. and 12.3 with respect to claims of unrelated third parties. (c) Neither Sellers nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for indemnification (i) for Indemnified Costs arising out a change in legislation or accounting policies after the Closing or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a breach Governmental Entity. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (d) For purposes of determining whether a failure of any representation or warranty made by any Seller or Buyer contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 this Agreement is true and Section 5.5 (accurate as of the “Fundamental Representations”) may be made at any time Closing and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for calculating the amount of Losses indemnifiable hereunder, any materiality, Material Adverse Effect or similar qualifications in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations such representation or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs warranty shall be in accordance with, and limited by, the provisions set forth in this Article XIdisregarded. (e) For purposes of determining any Losses resulting from a breach of any Except for claims based on fraud, the right of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other cause of action or remedy at law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against Sellers or Buyer or any of their Affiliates with respect to any matter that is the subject of Article XII, and Buyer and Sellers, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to indemnification, under any dollar or materiality qualifications in Law with respect to any matter that is the SN Parties’ representations and warranties shall be disregardedsubject of this Article XII.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall not be liable for any Indemnified Costs entitled to be indemnified pursuant to Section 6.1(a)(i) and Section 6.2(a)(i): (i) unless and until the aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this Article XI paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $[*] (the “Indemnity Threshold”), at which point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified for the aggregate of all Losses in excess of the Indemnity Threshold; and (ii) unless a written the amount of an individual claim for indemnification in accordance with Losses under Section 11.2 6.1(a)(i) or Section 11.3 is given by 6.2(a)(i) (aggregating all claims and Losses arising from substantially the Indemnified Party same or similar facts as applicable to each of Section 6.1(a)(i) or Section 6.2(a)(i), as applicable) exceeds $[*], and no such claim shall be applied toward the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen Indemnity Threshold; (18b) months after of the Closing Date; provided, however, that written claims for indemnification (ithe foregoing provisions of Section 6.3(a) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will shall not be entitled to any Indemnified Costs apply with respect to any individual Claim that does not equal act of fraud or exceed $150,000 any breach of or inaccuracy in the representations and warranties set forth in Sections 3.1, 3.2(a), or 3.13 (the “Individual Indemnity ThresholdSpecified Representations”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap). (c) The limitations set forth above Other than in this Section 11.4 shall not apply to the case of any claim for indemnification under Section 11.1 with respect to any breach act of fraud (i) in which case the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs rights shall not be in accordance with, and limited by, the provisions by anything set forth in this Article XIVI to the contrary), in no event shall the aggregate amount for which Buyer Indemnified Parties or Seller Indemnified Parties shall be indemnified and held harmless under Article VI exceed $[*] (the “Cap”). (d) The amount of any Losses payable pursuant to this Article VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party, including any insurance provider (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party equal to such amount; provided that such payment shall not exceed the amount of the payment made to the Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 6.3(b) shall not be construed to apply to any amounts recovered from any self insurance, captive insurance vehicle, or other similar arrangement. (e) To the extent that a Tax Benefit due to any Loss actually is realized by an Indemnified Party due to Losses in the same taxable year in which such Indemnified Party received a payment pursuant to Section 6.1 or Section 6.2, as applicable, for such Loss, the Indemnified Party shall reimburse the Indemnifying Party the amount of such Tax Benefit within a reasonable time after the Tax Return reflecting such Tax Benefit is filed with the applicable taxing authority; provided that such calculation shall be a one-time determination by the Indemnified Party in connection with such Tax filing and shall not be subject to re-calculation or further claim for reimbursement by the Indemnifying Party thereafter. For purposes of determining any Losses resulting from this Section 6.3(e), a breach of any “Tax Benefit” means an amount by which the Tax liability of the SN Parties’ representations and warranties contained Indemnified Party actually is reduced by a deduction, reduction of income, or a refund or credit, in Article III or Article IV other words the difference between (A) the aggregate amount of this Agreement Taxes that the Indemnified Party would have been required to pay for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.relevant Tax year if such Loss had not been incurred and

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything contained herein to the contrary, Seller shall not be liable in respect of any indemnification obligation for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after Losses of the Closing Date; providedBuyer Indemnitees under Section 7.2(a)(i) (other than in respect of (x) fraud or willful misconduct or (y) breach of any of the Fundamental Representations of Seller) unless and until the aggregate cumulative amount of Losses for which indemnification would otherwise be available but for this Section 7.3(a) exceeds $150,000 (the “Threshold”), however, that written claims in which case the Buyer Indemnitees will be entitled to recover all Losses from the first dollar. Seller’s aggregate liability in respect of any indemnification obligation for indemnification Losses (i) for Indemnified Costs arising out under Section 7.2(a)(i), other than in respect of a (x) fraud or willful misconduct or (y) any breach of any representation or warranty contained in Article IIIthe Fundamental Representations of Seller, Section 4.1shall not exceed the Cap, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeotherwise under this Agreement, shall not exceed the Purchase Price. (b) Except as set forth Notwithstanding anything contained herein to the contrary, Buyer shall not be liable in respect of any indemnification obligation for Losses of the Seller Indemnitees under Section 7.2(b)(i) (other than in respect of (x) fraud or willful misconduct or (y) breach of any of the Fundamental Representations of Buyer) unless and until the aggregate cumulative amount of Losses for which indemnification would otherwise be available but for this AgreementSection 7.3(b) exceeds the Threshold, an Indemnified Party in which case the Seller Indemnitees will not be entitled to recover all Losses from the first dollar. Buyer’s aggregate liability in respect of any Indemnified Costs with indemnification obligation for Losses (i) under Section 7.2(b)(i), other than in respect to of (x) fraud or willful misconduct or (y) any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess breach of the Indemnity DeductibleFundamental Representations of Buyer, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer and (ii) otherwise under Section 11.1 of this Agreement Agreement, shall not exceed the Indemnity CapPurchase Price. (c) The limitations set forth above in this Section 11.4 shall not apply to amount of any claim for indemnification payable under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI VII shall be reduced by an amount equal to the proceeds actually received by an Indemnitee under any insurance policy, or from any third party in respect of this Agreement. such claim less all out-of-pocket costs and expenses incurred by such Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (d) Each Party acknowledges and agrees thatincluding reasonable attorneys’ fees, after any deductible, any retention, any retroactive premium adjustment on the Closing Dateaccount of or arising from such claim or Losses, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ present value of any increases in insurance premiums on the account of or arising from such claim or Losses or the cost of cancellation of such insurance policy and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIincreased cost for any replacement policy). (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) Except for injunctive relief and similar equitable remedies and except for Damages relating to or arising out of (A) fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders, (B) any alleged breach of (i) the Seller Non-competition Agreement, (ii) the Shareholder Non-competition Agreement, (iii) the Surviving Representations or (iv) Seller’s or any of the Shareholders’ obligations in respect of any Employee Non-competition Agreement, and for certainty excluding any alleged breach by any employee of its obligations thereunder, or (C) the Retained Liabilities (collectively the “Excluded Damages”), recourse to the Escrow Fund in accordance with the provisions hereof and the Escrow Agreement shall be Buyer’s sole and exclusive remedy available only for Damages under Section 9.2 above. (b) Other than the Excluded Damages and any alleged breach of the representation and warranty set forth in the last sentence of Section 4.5 of this Agreement, no indemnification from the Escrow Fund with respect to any Damages otherwise payable under Section 9.2 above shall be payable until such time as all such indemnifiable Damages shall aggregate to more than C$50,000, after which time the Escrow Fund shall be drawn upon for all indemnifiable Damages (including the first C$50,000). (c) Any claims by Buyer against the Indemnifying Parties for any Damages other than Damages relating to or arising out of (A) fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders, or (B) any alleged breach of Seller’s or any of the Shareholders’ obligations in respect of any Employee Non-competition Agreement, and for certainty excluding any alleged breach by any employee of its obligations thereunder, shall not exceed, in the aggregate, the Purchase Price payable hereunder. (d) The amount of Damages for which an Indemnified Party is entitled to indemnification shall be reduced to the extent that the full amount of such Damages have been reduced from the Closing Consideration as a result of a Working Capital Shortfall due to such Damages. (e) Except for Damages resulting from fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders or from any breach of Section 4.11 hereof, Damages shall not include any incidental, punitive, special, consequential or indirect Damages of the Buyer including, without limitation, loss of profits or failure to realize expected savings. (f) The Indemnifying Party Parties shall not be liable for any Indemnified Costs Damages to the extent that such Damages have been otherwise recovered by the Buyer or satisfied by any other Person including, without limitation, as a result of the Buyer receiving or being reasonably able to receive compensation for such Damages pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given any policy of insurance maintained by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeBuyer. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out In the absence of a fraud, (A) neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under Section 8(b)(i)(A) of this Agreement in respect of any misrepresentation or breach by Hosting or Networks of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount involves Losses in excess of $5,000 or (2) the Indemnity Deductibleamount of indemnifiable Losses, subject in the aggregate, exceeds $75,000, and then shall be liable only to the extent of such excess and (B) the aggregate obligation of Networks and Hosting to indemnify, defend and hold the VitalStream Indemnitees harmless hereunder shall be limited to $800,000. In the event a VitalStream Indemnitee seeks indemnification for Losses pursuant to this Section 8, such VitalStream Indemnitee's sole recourse shall be against the Escrow Shares, (as defined in the Escrow Agreement). Any recourse against the Escrow Shares shall be made based upon the Fair Market Value of the Escrow Shares as determined on the day immediately prior to the date on which a Claims Notice (as defined in the Escrow Agreement) is sent by VitalStream. (ii) In addition to the limitations set forth in Section 8(f)(i) of this Agreement. Except as , neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under this Agreement in respect of any Liability or Claim arising out of or related to (A) the methodology and billing practices utilized by Networks and Hosting to charge its customers for services (including bandwidth) other than Losses incurred by VitalStream based upon any third-party Claim brought against VitalStream with respect to such methodology and billing practices and (B) the failure by Networks or Hosting to transfer any of the assets set forth belowon Schedule 8(f)(ii). (iii) In the absence of fraud, the maximum aggregate liability of the SN Parties (A) VitalStream shall have no Liability, nor be subject to any Claim, under Section 11.1 8(c)(i)(A) of this Agreement shall not exceed the Indemnity Cap. Except as in respect of any misrepresentation or breach by VitalStream of any representation or warranty set forth below, the maximum aggregate liability of Buyer under Section 11.1 of in this Agreement shall not exceed the Indemnity Cap. (c1) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (i2) the Fundamental Representations or amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extent of such excess and (iiB) the aggregate obligation of VitalStream to indemnify, defend and hold Purchase Share Indemnitees harmless hereunder shall be limited to $800,000. In the event a Purchase Share Indemnitee seeks indemnification obligations set forth for Losses pursuant to this Section 8, such Purchase Share Indemnitee's sole remedy shall be the issuance by VitalStream of additional shares of Common Stock to such Purchase Share Indemnitee with an aggregate Fair Market Value (as determined on the day immediately prior to the date on which a Purchase Share Indemnitee sends a notice of an indemnifiable Loss to VitalStream under this Section 8) equal to such indemnifiable Losses; provided, however, the aggregate number of shares of Common Stock VitalStream shall be required to issue pursuant to this Section 8 shall not exceed a number of shares of Common Stock equal to the number of Escrow Shares. Notwithstanding the foregoing, in the event a Purchase Share Indemnitee seeks indemnification for Losses pursuant to this Article XI Section 8 in respect of this Agreement. (da breach by VitalStream or Buyer of Section 6(m) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII or Section 6(n) of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs such Purchase Share Indemnitee shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications Cash from VitalStream in an amount equal to the SN Parties’ representations and warranties shall be disregardedamount of such Indemnifiable Losses.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party In no event shall not be liable for any Indemnified Costs the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 Agreement exceed the Purchase Price (or Section 11.3 is given portion thereof) actually received by the Indemnified Party Seller pursuant to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timethis Agreement. (b) Except as In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(iii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party will claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to any Indemnified Costs with respect an injunction or injunctions to any individual Claim that does not equal prevent or exceed $150,000 restrain breaches or threatened breaches of this Agreement by the other (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleas applicable), and thereafterto specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the Indemnified Party shall only be entitled to indemnity for the amount in excess covenants and obligations of the Indemnity Deductibleother (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 terms and provisions of this Agreement shall not exceed the Indemnity Capbe required to provide any bond or other security in connection with any such order or injunction. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement The foregoing shall not exceed be deemed to be or construed as a waiver or election of remedies by any of the Indemnity Cap. (c) The limitations set forth above Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to equity in the event of any breach of (i) or default by the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of other Parties under this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything herein to the contrary, Seller shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party incur, and shall have no obligation to the Indemnifying Party Buyer Indemnitees under this Agreement or in connection with the transactions contemplated hereby with respect thereto on or before 5:00 p.m.to any Liability with respect to Seller’s breach of the representations and warranties set forth in Section 6.01, Houstonother than a Liability for breach by Seller of any of its Fundamental Representations, Texas time, on or prior unless written notice of such Liability is provided to the date that is eighteen Seller within twelve (1812) months after Closing. (b) In no event shall Seller ever be required to indemnify the Buyer Indemnitees for any Liability under Section 12.03 with respect to any Liability with respect to Seller’s breach of the Closing Date; providedrepresentations and warranties set forth in Section 6.01 individually having a value less than Two Hundred Thousand Dollars ($200,000), howeverother than a Liability for breach by Seller of any of its Fundamental Representations. (c) In no event shall Seller ever be required to indemnify the Buyer Indemnitees for Liabilities under Section 12.03 with respect to any Liability with respect to Seller’s breach of the representations and warranties set forth in Section 6.01 exceeding, that written claims in the aggregate, twenty percent (20.0%) of the unadjusted Purchase Price, other than a Liability for breach by Seller of any of its Fundamental Representations. In no event shall Seller ever be required to indemnify the Buyer Indemnitees for Liabilities under Section 12.03 exceeding, in the aggregate, one hundred percent (100.0%) of the unadjusted Purchase Price. (d) Seller shall not have any liability for any indemnification (i) for Indemnified Costs arising out of a under Section 12.03 with respect to any breach by Seller of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled Section 6.01(h) to the extent attributable to any Indemnified Costs Production Tax allocable to Buyer under Section 14.02, except for any penalties, interest or additions to Tax imposed with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess Production Tax by a Governmental Authority as a result of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsuch breach. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Reliant shall not be liable for any Indemnified Costs pursuant to this Article XI Loss described in Section 8.1(a) unless a written claim and until the aggregate of all such Losses for indemnification which Reliant is liable is in accordance with Section 11.2 or Section 11.3 is given by excess of Five Hundred Thousand Dollars ($500,000), in which event, Reliant shall be liable for all Losses in excess of such amount. Notwithstanding the Indemnified Party foregoing, subsequent to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior Closing Date in no event shall the liability of Reliant under Section 8.1(a) exceed Ten Million Dollars ($10,000,000) in the aggregate; provided that such limitation shall not apply to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a any breach of any representation of the representations or warranty contained warranties of Reliant set forth in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section Sections 5.1, Section 5.2 5.2, 5.4(a), and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out 5.8 of a breach of any covenant may be made at any timethis Agreement. (b) Except as set forth in this AgreementFor the avoidance of doubt and without limitation to the provisions of Articles V and VI, an Indemnified neither Indemnifying Party will not be entitled shall have any obligation to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) indemnify, defend and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, hold harmless the Indemnified Party shall only be entitled to indemnity for the amount in excess from and against any portion of the Indemnity Deductible, subject Losses under Section 8.1 or Section 8.2 to the limitations set forth in this Agreement. Except as set forth belowextent that such portion of such Losses results directly from any action taken by, omission of, or at the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth belowexpress written request of, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsuch Indemnified Party. (c) The limitations set forth above No Party hereto shall be entitled to recover for any Losses or other amounts due from the other Party pursuant to this Agreement or any Other Agreement by retaining or setting off amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such first Party to such second Party hereunder or under any Other Agreement or under any document or instrument delivered pursuant hereto or thereto or in this Section 11.4 shall not apply connection herewith or therewith. For the avoidance of doubt, the foregoing is without prejudice to any claim right of set-off expressly provided for indemnification in any Other Agreement, which does not involve setting off amounts due under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each All amounts paid by Reliant or Oscient under this Article VIII shall be treated for all purposes as adjustments to the Purchase Price. In the event that treatment as an adjustment to the Purchase Price is disputed by any taxing authority, the Party acknowledges receiving notice of such dispute shall promptly notify and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and consult with the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIParty concerning resolution of such dispute. (e) For purposes Notwithstanding anything to the contrary contained in this Agreement, in no event shall the liability of determining Reliant under Section 8.1(b) for non-compliance or any Losses resulting from a breach of any of the SN Parties’ representations covenant and warranties contained agreement set forth in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedSection 7.17 exceed Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Seller shall not be liable required to make any indemnification payment pursuant to Section 10.02(a) or Section 10.02(b) for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification inaccuracy in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation of the representations and warranties, of Seller in this Agreement until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or warranty contained breach and all other Damages arising from any other inaccuracies in Article IIIor breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by the Purchaser, Section 4.1or to which the Purchaser has otherwise become subject, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 exceeds an amount equal to U.S. $100,000 (the “Fundamental RepresentationsDeductible”) may in the aggregate (it being understood that if the total amount of such Damages exceeds the Deductible, then the Purchaser shall be made at any time entitled to be indemnified against and (ii) compensated and reimbursed only for Indemnified Costs arising out such Damages that are in excess of a breach of any covenant may be made at any timethe Deductible). (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled Subject to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth belowSection 10.03(c), the maximum aggregate liability of Seller under this Article 10 shall be equal to $3,750,000, except in the SN Parties under Section 11.1 event of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability fraud or willful or intentional misrepresentation by Seller or any of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capits Representatives. (c) The limitations set forth above Absent fraud or willful or intentional misrepresentation, the indemnification provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages the Purchaser may incur arising from or relating to this Agreement or the Transaction (it being understood that nothing in this Section 11.4 10.03(c) or elsewhere in this Agreement shall not apply affect the parties’ rights to any claim for indemnification under Section 11.1 specific performance with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth covenants referred to in this Article XI of this AgreementAgreement or to be performed after the Closing). (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth Payments by Seller in Article XII respect of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect any Damages shall be limited to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach amount of any Damages that remain after deducting therefrom any amounts actually received by the Purchaser pursuant to the terms of the SN Parties’ representations insurance policies (if any) covering such Damages (net of all deductibles, co-payments, retro-premium obligations and warranties contained in Article III or Article IV premium increases attributable thereto and all costs of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, collection of any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedsuch insurance proceeds).

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter for which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) Seller shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) to the extent the matter in question was taken into account in the computation of the Final Purchase Price (including by means of any reserve set forth in the Closing Date Balance Sheet with respect to such matter). (c) In the event that Seller is conducting any defense against a third-Person claim for which a Buyer Group Member has sought indemnification pursuant to Section 11.1(a), expenses incurred by Seller in connection therewith, including legal costs and expenses, shall constitute Expenses for purposes of determining the maximum aggregate amount to be paid by Seller pursuant to Section 11.1(a) (d) Notwithstanding anything to the contrary contained in this Agreement, except to the extent paid to a third-Person, in no event shall any party be liable for any Indemnified Costs pursuant exemplary, punitive, opportunity cost or speculative damages, or consequential damages or diminution of value damages that are not reasonably foreseeable, whether arising under any legal or equitable theory or arising under or in connection with this Agreement, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (e) Except for fraud, remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), if the Closing occurs, this Article XI unless a written claim shall be the sole and exclusive remedy for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m.breaches of this Agreement (including any covenant, Houstonobligation, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (this Agreement or in any certificate delivered pursuant to this Agreement) or otherwise in respect of the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out sale of a breach of any covenant may be made at any time. (b) Except as set forth the Membership Interests or the Transferred Partnership Interest contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, an Indemnified Party will not be entitled except in the event of fraud, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (right on the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability part of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees thatSeller, after the Closing DateClosing, except as otherwise set forth in Article XII of to rescind this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of Agreement or any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedtransactions contemplated hereby.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The No Indemnifying Party shall not be liable for have any liability under Sections 8.02(a)(i) or (b)(i) related to a representation or warranty other than a Fundamental Representation in respect of any individual claim involving Losses to any Indemnified Costs pursuant Party of less than $100,000 (each, a “De Minimis Claim”), unless such individual claim is directly related to this Article XI unless a written claim for indemnification one or more other claims which in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to aggregate involve Losses in excess of $100,000, in which case, the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior will have liability for the full amount of such claims (subject to the date other limitations contained in this Section 8.04) and such claims shall not be considered De Minimis Claims. (b) No Buyer Indemnified Party shall be entitled to indemnification pursuant to Section 8.02(a)(i) related to a representation or warranty other than a Fundamental Representation unless the aggregate of all Losses claimed by the Buyer Indemnified Parties pursuant to such section that is eighteen are not De Minimis Claims exceeds $10,000,000 (18) months after the “Claim Deductible”), in which case, subject to Section 8.04(d), Seller shall indemnify the Buyer Indemnified Party only for the Losses in excess of the Closing DateClaim Deductible. (c) No Seller Indemnified Party shall be entitled to indemnification pursuant to Section 8.02(b)(i) related to a representation or warranty other than a Fundamental Representation unless the aggregate of all Losses claimed by the Seller Indemnified Parties pursuant to such section exceeds the Claim Deductible, in which case, subject to Section 8.04(d), the Buyer Parties shall indemnify the Seller Indemnified Party only for the Losses in excess of the Claim Deductible. (d) Seller shall not have any obligation to indemnify the Buyer Indemnified Parties under Section 8.02(a)(i) for Losses that exceed, in the aggregate, $150,000,000; provided, however, that written claims for indemnification (i) for such limitation shall not apply to Losses of the Buyer Indemnified Costs Parties arising out of a breach of from any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleRepresentation, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum Seller’s aggregate liability of the SN Parties under Section 11.1 of this Agreement for such Losses, together with any other indemnifiable Losses, shall not exceed the Indemnity CapPurchase Price. Except as set forth belowNone of the Buyer Parties shall have any obligation to indemnify the Seller Indemnified Parties under Section 8.02(b)(i) for Losses that exceed, in the maximum aggregate, $150,000,000; provided, however, that such limitation shall not apply to Losses of the Seller Indemnified Parties arising from any Fundamental Representation, and the Buyer Parties’ aggregate liability of Buyer under Section 11.1 of this Agreement for such Losses, together with any other indemnifiable Losses, shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIPurchase Price. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedNEITHER ANY BUYER PARTY, SELLER PARTY NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY (I) PUNITIVE OR EXEMPLARY DAMAGES OR (II) LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES EXCEPT, IN THE CASE OF THIS CLAUSE (II), TO THE EXTENT SUCH LOST PROFITS OR DAMAGES ARE (X) NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF THE PARTY ENTITLED TO INDEMNIFICATION AND (Y) THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT THAT GAVE RISE THERETO OR THE MATTER FOR WHICH INDEMNIFICATION IS SOUGHT HEREUNDER, REGARDLESS OF THE FORM OF ACTION THROUGH WHICH SUCH DAMAGES ARE SOUGHT, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (I) AND (II), TO THE EXTENT ANY SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party Notwithstanding anything to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contrary contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not the following limitations shall apply to indemnification claims under this Agreement: (i) Seller, on the one hand, or Buyer, on the other hand, shall be entitled to any Indemnified Costs liable with respect to any individual Claim that does not equal claims under Section 6.1(i) or exceed $150,000 Section 6.2(i), respectively, only if the aggregate Losses related to such claims, when considered together, exceeds [***] (the “Individual Indemnity Threshold”) and all such Claims that equal in which case Seller or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleBuyer, and thereafteras applicable, the Indemnified Party shall only be entitled to indemnity liable for the amount in excess of all Losses (including amounts up to the Indemnity DeductibleThreshold), subject to the limitations set forth in this Agreement. Except as set forth below. (ii) Notwithstanding the foregoing, the maximum aggregate liability of Seller for Losses paid with respect to the SN Parties under indemnification described in Section 11.1 of this Agreement 6.1(i) shall not exceed [***] (the Indemnity “Seller Indemnification Cap. Except as set forth below”); provided, however, that the Seller Indemnification Cap shall not apply with respect to any Losses arising from fraud. (iii) Notwithstanding the foregoing, the maximum aggregate liability of Buyer under for Losses paid with respect to the indemnification described in this Section 11.1 of this Agreement 6.2(i) shall not exceed [***] (the Indemnity “Buyer Indemnification Cap”); provided, however, that the Buyer Indemnification Cap shall not apply with respect to any Losses arising from fraud. (b) The amount of Losses recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from an insurance carrier. The Parties shall cooperate with each other in pursuing insurance claims with respect to any Losses or any indemnification obligations with respect to Losses. If an Indemnified Party (or an Affiliate thereof) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VI with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Losses with respect to such claim which the Indemnified Party was or has become entitled to receive under this Article VI and the costs associated with obtaining such insurance payment, including the cost of any increased premiums. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim Except for indemnification under Section 11.1 claims for equitable relief (including specific performance) made with respect to breaches of any breach of (i) the Fundamental Representations covenant or (ii) the indemnification obligations set forth agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article XI VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 6.1 or Section 6.2 or otherwise arising out of, resulting from or relating to this Agreement (including any exhibits or schedules hereto), any Ancillary Agreement (including any exhibits or schedules thereto) or any certificates or other instruments delivered in connection with this Agreement or any Ancillary Agreement, or any of the transactions contemplated hereby or thereby. (d) Each Party acknowledges and agrees that, after Notwithstanding anything to the Closing Date, except as otherwise set forth contrary contained in Article XII of this Agreement, Buyer’s and in the other Buyer Indemnified Parties’ and event that the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be are entitled to indemnificationindemnification pursuant to this Article VI, Buyer shall have the right, but shall not be obligated to, set off, against any Milestone Payment or Royalties to Seller pursuant to Section 2.9 or Section 2.10, respectively, any dollar amounts to which the Buyer Indemnified Parties are entitled to indemnification pursuant to, and subject to the limitations set forth in, this Article VI, applying such amounts in satisfaction, to the extent of such amount, of such owed amounts; provided that any set off pursuant to this Section 6.5(d) shall only be permitted in respect of an amount finally determined to be owed by the Indemnifying Party to a Buyer Indemnified Party pursuant to a final non-appealable order or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedjudgment by a court of competent jurisdiction.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying No Buyer Indemnified Party shall not be liable for any Indemnified Costs entitled to indemnification pursuant to this Article XI Section 8.02(a)(i) related to the second sentence of Section 4.05(c) unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given the aggregate of all Loss claimed by the Buyer Indemnified Party to the Indemnifying Party Parties with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after exceeds 1% of the Closing DatePurchase Price (the “Claim Deductible”), in which case, subject to Section 8.04(b), the Sellers shall indemnify the Buyer Indemnified Party only for the Loss in excess of the Claim Deductible. (b) The Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties under Section 8.02(a)(i) for Loss that exceeds, in the aggregate, 10% of the Purchase Price; provided, however, that written claims for indemnification (i) for such limitation shall not apply to Loss of the Buyer Indemnified Costs Parties arising out of a breach of from any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleRepresentation, and thereafterthe Sellers’ aggregate Liability for such Loss, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductibletogether with any other indemnifiable Loss, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity CapPurchase Price. Except as set forth below, The Buyer shall not have any obligation to indemnify the maximum aggregate liability of Buyer Seller Indemnified Parties under Section 11.1 of this Agreement shall not exceed 8.02(b) for Loss that exceeds the Indemnity CapPurchase Price. (c) The limitations set forth above Notwithstanding anything to the contrary in this Section 11.4 Agreement, no Seller shall not apply be obligated to indemnify for any claim for indemnification indemnifiable Loss (i) with respect to (A) a representation or warranty made by another Seller under Section 11.1 Article III or (B) a covenant or other agreement to be performed on the part of another Seller under this Agreement or in any certificate delivered pursuant hereto, (ii) with respect to any breach Loss related to the second sentence of Section 4.05(c), in an aggregate amount in excess of such Seller’s proportionate share of 10% of the Purchase Price less, in the case of each Warrantholder, such Warrantholder’s proportionate share of the fees and expenses of the Oxford GP Transaction Service Providers, and (iiii) with respect to all Loss, in an aggregate amount in excess of such Seller’s proportionate share of the Fundamental Representations or (ii) Purchase Price less, in the indemnification obligations set forth in this Article XI case of this Agreementeach Warrantholder, such Warrantholder’s proportionate share of the fees and expenses of the Oxford GP Transaction Service Providers. (d) Each Party acknowledges and agrees thatNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, after the Closing DateNONE OF THE BUYER, except as otherwise set forth in Article XII of this AgreementANY SELLER OR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY (i) PUNITIVE OR EXEMPLARY DAMAGES OR (ii) LOST PROFITS OR CONSEQUENTIAL, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance withSPECIAL OR INDIRECT DAMAGES EXCEPT, and limited byIN THE CASE OF THIS CLAUSE (ii), the provisions set forth in this Article XITO THE EXTENT SUCH LOST PROFITS OR DAMAGES ARE (A) NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF THE PARTY ENTITLED TO INDEMNIFICATION AND (B) THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT THAT GAVE RISE THERETO OR THE MATTER FOR WHICH INDEMNIFICATION IS SOUGHT HEREUNDER, REGARDLESS OF THE FORM OF ACTION THROUGH WHICH SUCH DAMAGES ARE SOUGHT, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (i) AND (ii), TO THE EXTENT ANY SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Subject to Section 6.04(c), Seller shall not be liable for required to make any Indemnified Costs indemnification payment pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given 6.02(a) until such time as the aggregate amount of Damages incurred by the Purchaser Indemnified Party Parties and indemnifiable hereunder exceeds an amount equal to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen seventy-seven thousand six hundred twenty-five dollars (18$77,625.00) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental RepresentationsBasket”) may (it being understood that if the total amount of such Damages exceeds the Basket, then the Purchaser Indemnified Parties shall be made at any time entitled to be indemnified against and (ii) compensated and reimbursed for Indemnified Costs arising out all such Damages including the amount of a breach of any covenant may be made at any timethe Basket). (b) Except as set forth in this AgreementSubject to Section 6.04(c), an Indemnified Party will not the maximum liability of Seller under Section 6.02(a) shall be entitled equal to any Indemnified Costs with respect to any individual Claim that does not equal or exceed seven hundred seventy-six thousand two hundred fifty dollars ($150,000 776,250.00) (the “Individual Indemnity ThresholdCap”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap). (c) The limitations set forth above in this Section 11.4 Basket and Cap shall not apply to any claim for indemnification under (i) made pursuant to Section 11.1 with respect 6.02(c), (ii) to the extent any claim arises from or is a result of any fraud, or willful or intentional breach by Seller or any of its Representatives (regardless of whether such actions have been authorized) of any representation or warranty made by Seller in this Agreement, or (iii) for any breach of any Fundamental Representation. (id) Notwithstanding anything to the Fundamental Representations or (ii) the indemnification obligations set forth contrary contained in this Article XI Agreement, except in the case of fraud or willful or intentional breach by Seller, Seller shall not have any liability for Damages pursuant to Section 6.02 in excess of the amount of the Purchase Price actually received by Seller from Purchaser pursuant to this Agreement. (de) The amount of any Damages for which indemnification is provided for under this Agreement shall be reduced by any insurance proceeds or other amounts actually recovered (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any such insurance proceeds) by the Indemnified Party with respect to such Damages. Each Indemnified Party acknowledges and agrees thatshall use commercially reasonable efforts to mitigate all Damages; provided, after however, that no Indemnified Party shall be required to make or pursue any claims for insurance and/or other payments available from third parties with respect to Damages for which it seeks indemnification hereunder. (f) Except in the Closing Datecase of fraud or willful or intentional misrepresentation, except as otherwise set forth the indemnification provisions contained in this Article XII of this Agreement, Buyer’s and 6 are intended to provide the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy following the Closing as to all Damages any Indemnified Party may incur arising from or relating to this Agreement (it being understood that nothing in this Section 6.04(f) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth covenants referred to in this Article XIAgreement or to be performed after the Closing) and provided further, that nothing in this Section 6.04(f) shall limit any of the rights, obligations or remedies in any of the Ancillary Agreements. (eg) For Solely for purposes of calculating Damages pursuant to this Article 6, but not for the purpose of determining any Losses resulting from a breach breaches of any of the SN Parties’ representations and warranties warranties, all qualifications as to materiality or Material Adverse Effect or words of similar import contained in Article III any representation or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties warranty shall be disregardedignored.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Indemnitor shall not be liable for any Indemnified Costs pursuant obligated to indemnify the Indemnitee only when the aggregate of all Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article XI unless a written claim for indemnification in accordance with Section 11.2 14 exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Threshold Amount"). After the aggregate of all Losses suffered or Section 11.3 is given incurred by the Indemnified Party Indemnitee exceeds the Threshold Amount, the Indemnitor shall be obligated to indemnify the Indemnifying Party with respect thereto on or before 5:00 p.m.Indemnitee for all such Losses without reduction by the Threshold Amount. Notwithstanding the above, Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 Amount limitation shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth rights of the parties hereto for Losses resulting from those liabilities described in this Article XI of this Agreement. (dSections 14.1(b), 14.1(c), 14.1(d), 14.1(e), 14.1(f), 14.1(g), 14.2(b) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e14.2(c) For purposes of determining any or for Losses resulting from a breach of the representations and warranties of Seller and Shareholder set forth in Sections 5.2, 5.12, 5.18 and 5.19 and the representations and warranties of Seller and Shareholder in Article 5 as to title to any of the SN Parties’ Acquired Assets. (b) The Indemnitor shall not be liable for Losses in excess of the actual Losses suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought net of any insurance proceeds received by the Indemnitee or any tax benefits realized by the Indemnitee as a result of the Losses for which indemnification is claimed. (c) With the exception of claims for fraud, the remedies provided in this Article 14 for breaches of representations, warranties and covenants contained herein constitute the sole and exclusive remedies available to the parties with respect to such breaches and the transaction contemplated hereby in law or equity. (d) In no event shall Seller's and Shareholder's combined aggregate liability under this Article 14 exceed the total amount of the Purchase Price received under Section 3.1, and Seller's and Shareholder's combined aggregate liability under Section 14.1(a) for the breach of the representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations Section 5.12 and warranties under Section 14.1(e) shall be disregardednot exceed Twenty Million Dollars ($20,000,000).

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to maximum aggregate amount that the Buyer Indemnitees, on the one hand, or the Shareholder Indemnitees, on the other hand, may recover on account of all Adverse Consequences under this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party VI will be limited to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time$8,500,000. (b) Except as set forth To the extent that any breach of a representation, warranty or covenant of the Shareholder results in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (adjustment of the “Individual Indemnity Threshold”) and all such Claims that equal or exceed purchase price of the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafterShares under Section 2.4, the Indemnified Party shall only amount of such adjustment will be entitled to indemnity for offset against the amount in excess of the Indemnity Deductible, subject to the limitations set forth in coverable under this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapArticle VI. (c) The limitations set forth above in indemnification provisions of this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any Article will constitute the exclusive remedy by either party against the other arising by virtue of a breach of (i) any representation, warranty, or covenant under this Agreement, absent fraud. The foregoing provision is not intended to limit any party from seeking recourse against the Fundamental Representations or (ii) other party under any law that provides a cause of action that is independent of the indemnification obligations set forth in this Article XI of rights granted by this Agreement. (d) Each Party acknowledges and agrees that, after Notwithstanding the Closing Date, except as otherwise set forth in Article XII provisions of this AgreementArticle VI, Buyer’s and neither the other Buyer Indemnified Parties’ and Company nor any Subsidiary will have any duty to indemnify the SN Parties’ and Shareholder or contribute funds for the other Seller Indemnified Parties’ sole and exclusive remedy with respect benefit of the Shareholder, under the articles of incorporation or bylaws of the Company, under the articles of organization or operating agreement of any Subsidiary, under any resolution, contract, insurance policy, arrangement or understanding, or under the provisions of any statute governing the Company or any Subsidiary, or otherwise, to the Indemnified Costs shall be extent that the facts, circumstances, or events that otherwise would give rise to a claim of indemnification or contribution constitute a breach of a representation, warranty or covenant under this Agreement. The Shareholder waives any right to indemnification or contribution to the extent that the immediately preceding sentence applies. The Buyer agrees that it will not amend the articles of incorporation or bylaws of the Company in accordance with, and limited by, such a manner as to adversely affect the provisions set forth in this Article XIrights of the Shareholder to indemnification as such rights existed immediately prior to the Closing. (e) For purposes of determining any Losses resulting from a breach The amounts for which the indemnifying party is liable to the indemnified party under this Article VI will be (i) reduced by the amount of any insurance proceeds received by the indemnified party in connection with the event giving rise to the claim for indemnification, taking into account any effect thereon of the SN Parties’ representations indemnified party's receipt of any payment under this Article 6 and warranties contained (ii) increased by interest on the amount of Adverse Consequences, at a rate equal to one-half of a percentage point above the Prime Rate, accrued from the later of (x) the date that any Adverse Consequence becomes a liability of the party suffering the Adverse Consequence as determined in Article III or Article IV of this Agreement for which accordance with GAAP, and (y) the date that the party suffering the Adverse Consequence gives the other party notice under Section 6.3(a). (f) No Buyer Indemnified Parties would Indemnitee will be entitled to indemnificationindemnification for a breach by the Shareholder of a representation and warranty in Section 3.1 to the extent that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at or prior to the Closing had actual knowledge of the fact or circumstance constituting such breach and at or prior to the Closing had actual knowledge that such fact or circumstance constituted a breach, and neither the Shareholder nor any dollar of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ had actual knowledge of such fact or circumstance.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Except for Fraud claims and claims under Section 6 and Section 7.12, this Section 5 shall not be liable the exclusive means for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Purchaser Indemnified Party to collect any Damages for which such Person is entitled to indemnification under this Agreement or otherwise and under any theory of Liability, and the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior Company’s aggregate Liability to the date that is eighteen (18) months after of the Closing DatePurchaser Indemnified Parties shall not exceed $[…***…]; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out such limitation shall not apply with respect only to the Identified Excluded Liability. Subject to the previous sentence, no current or former stockholder, optionholder, director, officer, employee, Affiliate or advisor of a breach the Company or any Affiliate of the Company shall have any Liability of any representation nature to any Purchaser Indemnified Party with respect to the breach by the Company of any representation, warranty, covenant or warranty agreement contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (this Agreement or any other matter relating to the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timetransactions contemplated by this Agreement. (b) Except as set forth in The parties acknowledge that (i) no current or former stockholder, optionholder, director, officer, employee, Affiliate or advisor of the Company has made or is making any representations or warranties whatsoever regarding the Company or the subject matter of this Agreement, an Indemnified Party will express or implied; and (ii) there shall not be entitled to any Indemnified Costs with respect to multiple recovery for any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapDamages. (c) The limitations set forth above Purchaser Indemnified Parties must first pursue the Indemnity Escrow Fund (as reduced from time to time in this Section 11.4 shall not apply to any claim accordance with the Escrow Agreement) for indemnification under Section 11.1 with respect to any breach payment of (i) the Fundamental Representations or (ii) the Company’s indemnification obligations set forth in under this Article XI Agreement to the extent of this Agreementthe remaining balance thereof prior to pursuing the Company. (d) Each Party acknowledges and agrees that, after Notwithstanding anything to the Closing Date, except as otherwise set forth contrary contained in Article XII of this Agreement, Buyer’s and the other Buyer no Purchaser Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs Party shall be in accordance with, entitled to recover any Damages under Section 5.1(a)(i)(1) unless and limited by, until the provisions set forth in this Article XIaggregate Damages for which they would otherwise be entitled to indemnification under Section 5.1(a)(i) exceed $[…***…] of the Closing Consideration (at which point Purchaser Indemnified Parties shall become entitled to be indemnified for such Damages from the first dollar). (e) For purposes of determining any Losses resulting from a breach of any of Notwithstanding anything to the SN Parties’ representations and warranties contrary contained in Article III or Article IV of this Agreement for which Buyer Agreement, no Company Indemnified Parties would Party shall be entitled to indemnificationrecover any Damages under Section 5.1(a)(ii)(1) unless and until the aggregate Damages for which they would otherwise be entitled to indemnification under Section 5.1(a)(ii) exceed $[…***…] of the Closing Consideration (at which point the Company Indemnified Parties shall become entitled to be indemnified for such Damages from the first dollar). If any Indemnified Party receives or becomes entitled to indemnification from an Indemnifying Party, any dollar or materiality qualifications in the SN Parties’ representations and warranties Indemnifying Party shall be disregardedentitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that the Indemnified Party may have against any other Person with respect to 42 34 any Damages, circumstance or matter to which such indemnification payment is directly or indirectly related. The Indemnified Party shall take such actions as the Indemnifying Party may reasonably request for the purpose of enabling the Indemnifying Party to perfect or exercise all rights of subrogation hereunder.

Limitations. The following provisions (c) In the case of this Section 11.4 shall limit a claim with respect to any of the indemnification obligations hereunder: (a) The Company Representation Indemnities, each Company Indemnifying Party shall be severally and not be jointly liable for such Company Indemnifying Party’s Pro Rata Share of any Indemnified Costs pursuant Damages resulting therefrom up to an amount equal to the General Escrow Amount and recovery from the Escrow Fund shall be the sole and exclusive remedy under this Article XI unless a written Agreement for any such claim for indemnification indemnification, except in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after case of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a fraud, willful breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and intentional misrepresentation or (ii) for Indemnified Costs arising out of a breach any failure of any covenant may of the Specified Representations to be made at any time. (b) Except true and correct as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs Section 9.2(a). In the case of a claim with respect to any individual Claim that does not of the Parent Representation Indemnities, the Parent Indemnifying Parties shall be jointly and severally liable for any Damages resulting therefrom up to an amount equal to the General Escrow Amount, except in the case of (A) fraud, willful breach or exceed $150,000 intentional misrepresentation or (B) any failure of any of the “Individual Indemnity Threshold”Specified Representations to be true and correct as set forth in Section 9.3(a). (d) In the case of (i) any failure of any of the Specified Representations to be true and all such Claims that equal correct as set forth in Section 9.2(a), (ii) any claim for indemnification made pursuant to clauses (b) through (h) of Section 9.2, (iii) any claim for indemnification made pursuant to clause (i) of Section 9.2 arising out of an alleged breach of any Specified Representation or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductiblematters described in clauses (b) through (h) of Section 9.2, and thereafter(iv) any claim for indemnification arising out of fraud, the Indemnified willful breach or intentional misrepresentation, each Company Indemnifying Party shall only be entitled severally and not jointly liable for such Company Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom up to indemnity for the amount in excess aggregate portion of the Indemnity DeductibleFinal Adjusted Transaction Value received by such Company Indemnifying Party pursuant to Article 2. Any Damages recoverable by the Parent Indemnified Persons (A) pursuant to indemnification claims under this Article 9 (other than with respect to the Special Tax Indemnities) shall be paid first out of the portion of the Escrow Fund constituting the General Escrow Amount and second, if the portion of the Escrow Fund constituting the General Escrow Amount is insufficient to satisfy such Damages in full or if the portion of the Escrow Fund constituting the General Escrow Amount has been released in accordance with the Escrow Agreement, by the Company Indemnifying Parties, subject to the limitations set forth in this Article 9 and (B) pursuant to indemnification claims with respect to the Special Tax Indemnities shall be paid first out of the portion of the Escrow Fund constituting the Tax Escrow Amount, second out of the remaining funds in the Escrow Fund, and third, if the Escrow Fund is insufficient to satisfy such Damages in full or if the Escrow Fund has been released in accordance with the Escrow Agreement, by the Company Indemnifying Parties, subject to the limitations set forth in this Article 9. Except In the case of (1) any failure of any of the Specified Representations to be true and correct as set forth belowin Section 9.3(a), the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. and (c2) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 arising out of fraud, willful breach or intentional misrepresentation, the Parent Indemnifying Parties shall be jointly and severally liable for any Damages resulting therefrom up to the Final Adjusted Transaction Value in the aggregate. (e) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Company Indemnifying Party (i) who committed fraud or made any intentional misrepresentation in connection with this Agreement or the transactions contemplated hereby or willfully breached this Agreement or (ii) who has actual knowledge of such fraud, intentional misrepresentation or willful breach. (f) No Parent Indemnified Person may receive any portion of the Escrow Fund in respect of any claim for indemnification that is made pursuant to the Company Representation Indemnities (in each case except for any claims (i) with respect to any Specified Representations, or (ii) which involve fraud, willful breach or intentional misrepresentation), unless and until Damages in the aggregate under all claims that have been incurred, paid or properly accrued exceed $570,000 (the “Basket”), in which case the Parent Indemnified Persons may make claims for indemnification for all Damages, including the amount of the Basket. No Securityholder Indemnified Person may receive any proceeds from Parent in respect of any claim for indemnification that is made pursuant to the Parent Representation Indemnities (in each case except for any claims (x) with respect to any Specified Representations, or (y) which involve fraud, willful breach or intentional misrepresentation), unless and until Damages in the aggregate under all claims that have been incurred, paid or properly accrued exceed the Basket, in which case the Securityholder Indemnified Persons may make claims for indemnification for all Damages, including the amount of the Basket. In determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date, any materiality or Material Adverse Effect standard contained in such representation or warranty shall be disregarded; provided, however, that this sentence shall not apply in connection with determining the amount of any Damages in respect of the failure of any Specified Representation to be true and correct as of any particular date (and, as a result, any materiality or Material Adverse Effect standards contained in such Specified Representation shall not be disregarded in connection with determining the amount of such Damages). (g) Notwithstanding anything herein to the contrary, for purposes of calculating or determining the amount of Damages incurred under Section 9.2 or Section 9.3, there shall be deducted from any Damages an amount equal to the amount of any proceeds actually received by any Parent Indemnified Person or Securityholder Indemnified Person from any third-party insurer in connection with such Damages (after giving effect to any deductible or increase in premium proximately caused thereby to the extent paid or payable and net of any costs and expenses of recovery or collection thereof); provided, however, that none of the Parent Indemnified Persons, the Securityholder Indemnified Persons or the Representative shall have any obligation to (i) seek recovery against any existing insurance policies (other than insurance policies of the Company that are in existence as of the time of Closing (disregarding any renewal or extension thereof)) or (ii) obtain insurance coverage or other third party protection with respect to any particular matter. (h) No Parent Indemnified Person or Securityholder Indemnified Person shall be entitled to double recovery for any adjustments to the Merger Consideration provided for hereunder or for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (i) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any party be liable to the other for any punitive, speculative or remote damages or any damages that are not the reasonably foreseeable consequence of any breach of or inaccuracy contained in this Agreement, the Company Disclosure Letter or any certificate, document or agreement contemplated by or required to be delivered pursuant to this Agreement (except to the extent such damages are awarded to a third party pursuant to a Third-Party Claim). (j) No Parent Indemnified Person shall be entitled to indemnification under this Agreement in respect of any Damages to the extent such Damages were taken into account in the calculation of, and reduced the value of (i) the Fundamental Representations Final Adjusted Transaction Value, including the calculation of the Closing Debt Amount or the amount of Transaction Fees (including the Closing Employee Payments) or (ii) the Closing Working Capital Amount. (k) The rights to indemnification obligations set forth in this Article XI Agreement based on the representations, warranties, covenants, agreements and obligations set forth herein shall not be affected by any investigation conducted by Parent or the Company, or any knowledge acquired (or capable of this Agreement. being acquired) at any time (d) Each Party acknowledges and agrees that, whether before or after the Agreement Date or the Closing Date), except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance accuracy or inaccuracy of or compliance with, and limited byany such representation, the provisions set forth in this Article XIwarranty, covenant, agreement or obligation. (el) For purposes of determining any Losses resulting from a breach of any The parties acknowledge the applicability of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled common law duty to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedmitigate Damages.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (aA) The Indemnifying Party shall not be obligated to pay for any Loss or Damage under this Article 9 (other than for Third-Party Claims) until the amount of such Loss or Damage for that claim exceeds a threshold, in the aggregate, of one-hundred thousand Euro (€ 100,000), in which event Indemnifying Party shall pay or be liable for all such Loss or Damage from the first Euro. The Threshold shall be adjusted annually on January 1 to compensate for inflation as reflected in the Inflation Index. (B) Notwithstanding anything to the contrary in this Agreement, Indemnifying Party shall not be obligated to indemnify, defend, or hold harmless Indemnified Party against any Indemnified Costs Indemnification Claim pursuant to this Article XI unless 9.2. (whether a written direct claim or a Third-Party Claim) if such Indemnification Claim or corresponding Loss or Damage arises out of or results from Indemnified Party’s Gross Negligence or Willful Misconduct. (C) Except for indemnification in accordance with Section 11.2 or Section 11.3 is given by Claims under the Environmental Agreement, the Indemnified Party must submit to the Indemnifying Party with respect thereto on any claim pursuant to Article 9.2. (whether a direct claim or before 5:00 p.m., Houston, Texas time, on or prior to a Third-Party Claim) within three (3) years after the date that is eighteen (18) months after of on which the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach Party had or should have had knowledge of any representation Loss or warranty contained in Damage, Third-Party Claim, or discovery of facts or circumstances upon which Indemnified Party could base a claim under Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time9.2. (bD) Except as set forth in this AgreementFor the avoidance of doubt, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 must make a claim under Article 9.2. within such three (the “Individual Indemnity Threshold”3) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleyear period, and thereafterafter which time, the Indemnified Party waives any such Indemnification Claim, and that Indemnification Claim shall only not be entitled brought or initiated by Indemnified Party against Indemnifying Party thereafter. (E) Without prejudice to indemnity for the amount in excess of the Indemnity Deductible, subject anything to the limitations set forth contrary in this the Agreement. Except as set forth below, a Party’s total liability to the maximum aggregate liability other for any claim arising out of or in connection with the SN Parties under Section 11.1 Agreement including without limitation for breach of this Agreement contract, breach of warranty, breach of statutory duty, or tort, shall not exceed the Indemnity Cap. Except as set forth belowprice of the relevant quantity of the SUMF Item if delivered (in case of supply of utilities, materials) or the price of the relevant service (in case of supply of services, facilities) if performed or if liability arises from a failure to deliver or to take delivery or to perform, the maximum aggregate liability price of Buyer under Section 11.1 the relevant quantity of this Agreement the SUMF Item had it been delivered (in case of supply of utilities, materials) or the price of the relevant service had it been performed (in case of supply of services, facilities). This limitation shall not exceed the Indemnity Capapply in respect of liabilities resulting from Third-Party Claims, or from cases of fraud, Willful Misconduct and/or Gross Negligence. (cF) The limitations set forth above With respect to any SUMF Items the provision of which requires Supplier to procure utilities from a Third-Party as indicated in this Section 11.4 the relevant Schedules or Sub-schedules, Supplier’s liability to Purchaser for any Loss or Damage incurred due to Supplier’s failure to provide such SUMF Item, when and to the extent such failure is due in whole or in part to the failure of the Third-Party utility provider to perform, will be limited to the amount Supplier is contractually, or statutorily, permitted to recover from such Third-Party utility provider, without regard to the amount, if any, actually recovered by Supplier from such Third-Party utility provider. This limitation of liability shall not apply to any claim for indemnification under Section 11.1 with in respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses liabilities resulting from a breach of any of the SN Parties’ representations and warranties contained in Third-Party Claims under Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.9.2

Limitations. The following provisions of this Section 11.4 (i) No Indemnitee shall limit the be entitled to indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless Losses arising solely from a written claim for indemnification pursuant to subsection (a)(i) above until the aggregate amount of all Losses under all claims of all Indemnitees for all such breaches shall exceed $100,000 (the “Basket”), at which time all Losses incurred that are in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after excess of the Closing DateBasket amount shall be subject to indemnification hereunder; provided, however, that written claims notwithstanding the foregoing, the Basket set forth above in this Section 6.2(b)(i) shall not apply with respect to any claim for indemnification based on fraud, any inaccuracy in or breach of any Fundamental Representation or Tax Representation, or any claim for indemnification under subsections (ia)(ii) through (a)(viii) above. (ii) Notwithstanding anything to the contrary in this Agreement (but subject to the proviso in this sentence), the Indemnifying Stockholders’ aggregate Liability for Indemnified Costs arising out indemnification pursuant to subsection (a)(i) above shall not exceed the Escrow Shares (first Withheld Shares and then Milestone Shares), and any Loss Amounts shall be payable from the Escrow Shares until such amount is exhausted, after which the remaining Liability shall be payable by the Indemnifying Stockholders in accordance with this Article 6; provided, however, that notwithstanding the foregoing, the limitations set forth above in this subsection (b)(ii) shall not apply with respect to any claim for indemnification based on (A) the breach of a any inaccuracy in or breach of any Fundamental Representation or Tax Representation; or (B) fraud; or (C) subsections (a)(ii) through (a)(viii) above. The number of Escrow Shares to be paid by the Indemnifying Stockholders for an Indemnification Claim pursuant to this Section shall be based upon that number of Escrow Shares equal to the quotient of (x) the dollar value of the Loss Amount subject to indemnity divided by (y) the average closing price of APC’s Common Stock for the ten (10) trading days immediately preceding the date on which payment for the Loss Amount is made to the Indemnitees (the “Indemnification Payment Date”). In the event that all or some of the Escrow Shares to be paid to the Indemnitees shall be released from the Escrow Fund in accordance with this Article 6, the Indemnification Payment Date for all shares shall be the date such shares held in the Escrow Fund are actually released in accordance with this Article 6. Otherwise, the Indemnification Payment Date shall be the date of final resolution by the parties in accordance with this Agreement. Nothing in this Article 6 shall limit the liability of the Company or the Stockholders for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Merger does not close. (iii) Each Indemnifying Stockholder’s Liability for Losses shall not exceed such Indemnifying Stockholders’ Pro Rata Share of such Losses, unless the claim is of fraud or willful breach, in which case it is not limited. (iv) An Indemnitee’s right to indemnification under this Article based on any inaccuracy in or breach of any representation or warranty contained shall not be diminished or otherwise affected in Article IIIany way as a result of such Indemnitee’s knowledge of such inaccuracy, Section 4.1breach or untruth as of the date hereof, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (regardless of whether such knowledge exists as a result of the “Fundamental Representations”) may be made at Indemnitee’s investigation or as a result of disclosure by the Company or any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeits Affiliates. (bv) Except as set forth in this AgreementThe waiver of any condition to Closing based upon the accuracy of any representation or warranty, an Indemnified Party will not be entitled to or on the performance of or compliance with any Indemnified Costs with respect to any individual Claim that does not equal covenant or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleagreement, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed affect the Indemnity Cap. Except as set forth belowright to indemnification or other remedy based on such representations, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capwarranties, covenants and agreements. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant Notwithstanding anything to the contrary in this Article XI unless VII, absent the Seller Group’s actual fraud or intentional breach, in no event shall the Seller Group’s indemnification obligations under Section 7.1 exceed, individually or in the aggregate, an amount equal to the Indemnification Cap; provided that, with respect to Losses incurred or suffered by a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Purchaser Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a the Seller Group’s breach of any representation Section 6.6(g), the Seller Group’s indemnification obligations shall not exceed, individually or warranty contained in Article IIIthe aggregate, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time$[***]. (b) Except as set forth Notwithstanding anything to the contrary in this AgreementArticle VII, absent the Purchaser’s actual fraud or intentional breach, in no event shall the Purchaser’s indemnification obligations under Section 7.2 exceed, individually or in the aggregate, an amount equal to [***]. (c) Notwithstanding anything herein to the contrary, but subject to the remainder of this Section 7.7, in no event shall any Sellers Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Purchaser Indemnified Party have any liability for, or Losses be deemed to include, any indirect, incidental, special or consequential, punitive or exemplary damages, whether in contract or tort, regardless of whether the other party shall only be entitled advised, shall have reason to indemnity for the amount know, or in excess fact shall know of the Indemnity Deductiblepossibility of such damages suffered or incurred by any such Sellers Indemnified Party or Purchaser Indemnified Party in connection with this Purchase and Sale Agreement any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, subject except to the extent any such damages are actually paid to a third party in accordance with Section 7.3. Notwithstanding the foregoing, the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 7.7 shall not apply to any claim for indemnification under Section 11.1 hereunder in the case of actual fraud or intentional breach. In connection with respect to any breach of the foregoing, the parties hereto acknowledge and agree that (ia) the Fundamental Representations Purchaser’s Losses, if any, for any indemnifiable events under this Purchase and Sale Agreement will typically include Losses for Receivables that Purchaser was entitled to receive in respect of its ownership of the Receivables but did not receive timely or at all due to such indemnifiable event and (iib) the Purchaser shall be entitled to make indemnification obligations claims for all such missing or delayed Receivables as Losses hereunder (which claims shall be reviewed and assessed by the parties in accordance with the procedures set forth in this Article XI of VII), and such missing or delayed Receivables shall not be deemed indirect, incidental, special or consequential, punitive or exemplary damages for any purpose under this Purchase and Sale Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Except in the case of fraud, intentional misrepresentation or willful breach, no indemnification shall be payable to the Parent Indemnified Parties under Section 7.2(a)(i), (ii) or (iv) and no indemnification shall be payable to the Company Indemnified Parties under Section 7.2(b)(i), (ii) or (iii) unless the aggregate of all applicable Losses for which the Company Indemnifying Party shall not Parties (including the Principal) or the Parent Indemnifying Parties, as the case may be, would, but for this Section 7.4, be liable for exceeds on a cumulative basis $50,000, whereupon the full amount of any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification such claims commencing with the first dollar shall be recoverable in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party terms hereof and then only to the extent of any such excess. In any event, except in the case of fraud, intentional misrepresentation or willful breach, (x) the maximum aggregate amount for which the Company Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to Parties shall collectively be liable under Section 7.2(a) shall not exceed an aggregate of $1,100,000; (y) the date that is eighteen maximum aggregate amount for which the Parent Indemnifying Parties shall collectively be liable under Section 7.2(b) shall not exceed an aggregate of $1,100,000 (18) months after of except in the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out case of a breach of failure to make any representation or warranty contained in required payments under Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time III hereof); and (iiz) the maximum aggregate amount for Indemnified Costs arising out which the Principal shall be liable under Section 7.2(c) shall not exceed an aggregate of a breach of any covenant may be made at any time$1,100,000. (b) Except as set forth The amount of any Loss for which indemnification is provided to an Indemnified Party under this Agreement shall be net of any amount (i) recovered by such Indemnified Party (after deducting all costs of recovery, including but not limited to reasonable attorney’s fees and expenses, and any increase in premium) from any insurer in respect of such Losses, and such Indemnified Party shall use commercially reasonable efforts to effect any such recovery that may be available to it, or (ii) (with respect to the Company Indemnifying Parties or the Principal) reserved, accrued or expensed on the Closing Balance Sheet with reasonable specificity with respect to the facts, circumstances or matters giving rise to such Loss. (c) Notwithstanding anything contained herein to the contrary, no Indemnifying Party shall be liable for lost profits or any punitive, exemplary, consequential or similar damages and under no circumstances shall such damages be considered “Losses” under this Agreement, except for (i) lost profits or punitive, exemplary, consequential or similar damages actually paid to a third party in a third party claim by an Indemnified Party will not be entitled and (ii) until the Special Representations Expiration Date, lost profits or consequential or similar damages incurred by Parent or the Surviving Corporation as a result of any infringement claim against Parent or the Surviving Corporation arising out of their use of Intellectual Property owned or licensed by the Company as of the Effective Time or the sale or distribution of Company Products. (d) Notwithstanding anything to any Indemnified Costs the contrary contained herein, with respect to any individual Claim indemnification claims (other than third party claims) pursuant to this Article VII, in the event it is determined either by mutual agreement or by a court of competent jurisdiction that does the Indemnified Party is not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafterentitled to indemnification hereunder, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges promptly reimburse all reasonable attorney’s fees and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and expenses incurred by the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be party in accordance with, and limited by, the provisions set forth in this Article XIdefense of such claim. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything to the contrary herein, the aggregate liability of the Seller for Damages under this Article VI shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by exceed the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after amount of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 Purchase Price (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time"Cap"). (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled Notwithstanding anything to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereaftercontrary herein, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties Buyer for Damages under Section 11.1 of this Agreement Article VI shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in Notwithstanding anything to the contrary herein, neither Party shall have any indemnification obligation to an Indemnified Party arising under this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 Article VI until the amount of Damages suffered by the Indemnified Party with respect to a single event exceeds $20,000 (the "Single Event Threshold") or the aggregate amount of Damages suffered by the Indemnified Party exceeds $100,000 (the "Aggregate Threshold"), in which case the Indemnifying Party shall be obligated to pay only the amounts in excess of the Single Event Threshold or the Aggregate Threshold, as the case may be. (d) Except as provided in Article VII hereof, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of (i) the Fundamental Representations warranty or (ii) the indemnification obligations set forth failure to perform any covenant or agreement contained in this Article XI of this Agreement. (de) Each In no event shall any Indemnifying Party acknowledges be responsible and agrees thatliable to any Indemnified Party for any Damages or other amounts under this Article VI that constitute punitive or consequential damages or other damages that are not compensatory in nature (other than any such damages that are payable to any third party which is not an Affiliate of any Indemnified Party). (f) The liability of any Indemnifying Party for any Damages shall be reduced by any Tax benefit if attributable to any deduction (for Tax purposes) realized by the Indemnified Party as a result of the item that gave rise to the Damages. Such Tax benefit shall be determined by assuming (i) that the applicable Tax rate was the highest marginal federal, after state, local and non-U.S. Tax rate for the Closing Daterelevant Tax or Taxes (taking into account, except as otherwise set forth in Article XII where applicable, the deductibility and credit of this Agreement, Buyer’s and the any Tax for purposes of computing any other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect Tax) applicable to the Indemnified Costs shall be in accordance with, and limited by, Party for the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement most recent Tax period for which Buyer Indemnified Parties would be entitled a Tax Return relating to indemnificationsuch Tax was filed or, if no such Tax Return was filed, such Tax was determined and paid (other than as an estimated Tax payment) and (ii) that any dollar deferred Tax benefit was attributable to depreciation or materiality qualifications amortization was immediately realized in an amount equal to the present value of such deferred Tax benefit using a discount rate equal to the "prime rate" as published in the SN Parties’ representations and warranties shall Wall Street Journal as in effect on the day that the Tax benefit was deemed to be disregardedrealized, compounded monthly.

Limitations. (i) If the Obligations of an Obligor would be held or determined by a court or tribunal having competent jurisdiction to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary, the aggregate amount of the liability Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement of such Obligor under this Agreement and the Notes shall, without any further action by such Obligor, any holder or any other person, be automatically limited and reduced to an amount which is valid and enforceable. (ii) Without limiting the generality of clause (i) above, each Obligor, each Purchaser and each holder, hereby confirms that it is the intention of all such parties that none of this Agreement, the Notes or any other document delivered in connection therewith constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement, the Notes or any other related document. Therefore, such parties agree that the Obligations of an Obligor shall be limited to such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Obligor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of the other Obligors and any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. (iii) The following provisions of this Section 11.4 shall limit 22.8 are intended solely to preserve the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by rights of the Indemnified Party Purchasers and the holders hereunder to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductiblemaximum extent permitted by applicable law, and thereafterneither an Obligor nor any other Person shall have any right or claim under such provisions that would not otherwise be available under applicable law. -44- Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement ​ ​ -45- ​ If you are in agreement with the Indemnified Party shall only be entitled to indemnity for foregoing, please sign the amount in excess form of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 agreement on a counterpart of this Agreement shall not exceed and return it to the Indemnity Cap. Except as set forth belowObligors, the maximum aggregate liability of Buyer under Section 11.1 of whereupon this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s become a binding agreement between you and the other Buyer Indemnified Parties’ Obligors. Very truly yours, Lincoln Electric Holdings, Inc. By Name: Title: The Lincoln Electric Company By Name: Title: Lincoln Electric International Holding Company By Name: Title: ▇.▇. ▇▇▇▇▇▇ Co., Inc. By Name: Title: Lincoln Global, Inc. ​ Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement By Name: Title: Techalloy, Inc. By Name: Title: ▇▇▇▇▇ Trail Technologies, Inc. By Name: Title: ​ ​ ​ This Agreement is hereby accepted and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect agreed to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any as of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.date hereof. [Add Purchaser Signature BlocksPages Intentionally Omitted] ​ ​ ​ ​

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) Subject to Section 8.3(e), the right to recovery from the Indemnity Escrow Fund shall be the sole and exclusive remedy of the Indemnified Parties against the Indemnifying Parties with respect to General Representation Claims. The Indemnity Escrow Fund shall be the first source of recovery of the Indemnified Parties against the Indemnifying Parties with respect to all Claims arising under Section 8.2(a); provided, however, to the extent an Indemnified Party recovered Owed Amounts from the Indemnity Escrow Fund in respect of any claim that is not a General Representation Claim, and subject other applicable limitations in this Article 8, the Indemnifying Parties shall have direct recourse against the Indemnified Parties, severally and not jointly, for Owed Amounts in respect of General Representations Claims up to an amount equal to the Owed Amounts with respect to such claim. In the case of any General Representation Claim, each Indemnifying Party shall be severally and not jointly liable for such Indemnifying Party’s Pro Rata Share of any Losses resulting therefrom, and the aggregate liability for each Indemnifying Party for all General Representation Claims shall be limited, in the aggregate, to a dollar amount equal to such Indemnifying Party’s Pro Rata Share of the Indemnity Escrow Fund. (b) Subject to Section 8.3(e), in the case of any (A) Fundamental Representation Claim, (B) Tax Representation Claim or (C) Claim arising under any of clauses (b) through (h) of Section 8.2 ((A) through (C), collectively, “Special Matters”), each Indemnifying Party shall be severally and not jointly liable for such Indemnifying Party’s Pro Rata Share of any Losses resulting therefrom, provided that the aggregate liability for the Indemnifying Parties for all Claims for Special Matters shall be capped at the amount of the Merger Consideration actually received by the Indemnifying Parties (inclusive of such portions of the Indemnity Escrow Amount, the Adjustment Escrow Amount, and the Expense Fund actually received by such Indemnifying Party). For the avoidance of doubt, to the extent any Key Employee, repays any portion of such Key Employee’s Merger Consideration to Parent pursuant to the terms of such Key Employee’s Repayment Agreement, such portion shall be disregarded for purposes to determining the amount that is actually received by such Key Employee in calculating the limitation set forth in this Section 8.3(b). (c) Subject to Sections 8.3(a) and 8.3(e), no Indemnified Party may recover any Losses under clause (a) of Section 8.2 unless and until Losses in the aggregate under all Claims that have been incurred, paid or suffered by the Indemnified Parties (and, for clarity, including for such purpose any Losses incurred, paid or suffered that are subject to the Excluded Claim Tipping Basket) exceed $1,537,000 (the “Deductible”), in which case the Indemnified Parties are entitled to indemnification only for the amount of such Losses in excess of the Deductible; provided that, for clarity, the foregoing restriction shall not apply to any Claim to the extent such Claim is made on the basis of Fraud. Subject to Section 8.3(e), in the event of any Claim arising under clause (a) of Section 8.2, following the exhaustion of available remedies under the R&W Insurance Policy or the expiration of the R&W Insurance Policy, the Indemnified Parties shall not be entitled to indemnification from the Indemnifying Parties for such Claim unless and until Losses for such Claim that have been incurred, paid or suffered by the Indemnified Parties exceed $100,000 (the “Excluded Claim Tipping Basket”), in which case the Indemnified Parties shall be entitled to indemnification from the Indemnifying Parties for all Losses that have been incurred, paid or suffered by the Indemnified Parties, including the amount of the Excluded Claim Tipping Basket; provided that, for clarity, the foregoing restriction shall not apply to any Claim to the extent such Claim is made on the basis of Fraud. (d) Subject to Section 8.3(e), the aggregate liability of any Indemnifying Party for all Claims under Section 8.2 shall be capped at an amount equal to the amount of the Merger Consideration actually received by such Indemnifying Party (inclusive of such portions of the Indemnity Escrow Amount, the Adjustment Escrow Amount and the Expense Fund actually received by such Indemnifying Party). (e) Notwithstanding anything herein to the contrary, there shall be no cap on liability of any Indemnifying Party who committed Fraud. (f) Solely for purposes of this Article 8, in determining whether there is an inaccuracy in or breach of a representation or warranty, or the amount of any Losses in respect of any such inaccuracy or breach, any materiality, Company Material Adverse Effect or similar qualification limiting the scope of such representation or warranty shall be disregarded. (g) Parent shall cause the Parent U.S. Subsidiary to use its commercially reasonable efforts to seek recovery under the R&W Insurance Policy and the Tail Policy, as applicable, with respect to Losses for which an Indemnified Party seeks to be indemnified pursuant to this Article 8, to the extent such Losses result from or relate to a matter covered under such applicable policy; provided, however, that the foregoing shall not prevent or restrict any Indemnified Party from concurrently seeking indemnification from the Indemnity Escrow Fund or an Indemnifying Party pursuant to this Article 8. For purposes of calculating or determining the amount of Losses incurred under Section 8.2, there shall be deducted from any Losses an amount equal to the amount of any proceeds actually received by the Indemnified Party (or any of its Affiliates) from any third-party insurer (including pursuant to the R&W Insurance Policy or the Tail Policy) for such Losses (after giving effect to any deductible or retention or increase in premium associated therewith to the extent paid or payable and net of any out-of-pocket costs, Taxes and expenses of recovery or collection thereof); provided, however, that, none of the Indemnified Parties shall have any obligation to (x) bring any lawsuit or alternative dispute resolution proceeding against any insurer, (y) purchase insurance coverage with respect to any particular matter (excluding the R&W Insurance Policy and the Tail Policy) or (z) seek recovery against any insurance policies (excluding the R&W Insurance Policy and the Tail Policy) or other third party. (h) The representations, warranties, covenants, and agreements of the parties contained in this Agreement, and the rights and remedies that the Indemnified Parties are entitled to hereunder, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation (or right thereto or opportunity thereof) made by, or by virtue of the knowledge of, any Indemnified Party or any of their respective Representatives of the affairs of the Company or any Indemnifying Party or any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Company, whether such knowledge arose before or after the Agreement Date. Except in the case of Fraud, no Indemnified Party shall be required to show reliance on any representation, warranty, covenant or agreement in order for such Indemnified Party to be entitled to indemnification, compensation and reimbursement hereunder. (i) Notwithstanding anything in this Article 8 to the contrary, if a Claim may be characterized in multiple ways in accordance with this Article 8 such that such Claim may or may not be subject to different caps, time limitations and other limitations depending on such characterization, then such Indemnified Party shall have the right to characterize such Claim in a manner that maximizes the recovery and time to assert Claims permitted in accordance with this Article 8, and may assert the Claim under multiple bases for recovery hereunder; provided, however, that the foregoing shall not be interpreted to allow double recovery for the same Claim. (j) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any Indemnified Party be entitled to recover punitive or exemplary damages under this Article 8 (except to the extent such punitive or exemplary damages are awarded in respect of a Third-Party Claim). (k) Notwithstanding anything to the contrary in this Agreement, the Indemnifying Parties shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party Losses with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs Taxes arising out of from a breach of any a representation or warranty contained in Article IIISection 2.7 for any Tax period other than a Pre-Closing Tax Period, Section 4.1except Sections 2.7(a)(iii), Section 4.22.7(a)(vi), Section 4.32.7(a)(vii), Section 4.62.7(c)(i), Section 4.72.7(c)(ii), Section 4.82.7(c)(iii), Section 5.12.7(c)(xii), Section 5.2 and Section 5.5 (the “Fundamental Representations”2.7(d), 2.7(f) may be made at any time and or 2.7(g), (ii) for Indemnified Costs any amounts arising out of as a breach result of any covenant may be election made at any time. (b) Except as set forth in connection with the transactions pursuant to this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal Agreement under Section 338 or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess 336 of the Indemnity DeductibleCode, subject to the limitations set forth in this Agreement. Except (iii) Taxes arising as set forth below, the maximum aggregate liability a result of the SN Parties under Section 11.1 actions taken by Parent or any of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. its Affiliates (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees thatincluding, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited byClosing, the provisions set forth Surviving Corporation) after the Closing on the Closing Date outside the Ordinary Course of Business or (iv) Losses related to or arising from the amount or availability in this Article XI. any taxable period (eor portion thereof) For purposes of determining any Losses resulting from a breach beginning after the Closing Date of any net operating loss carryforward or other Tax asset or attribute of the SN Parties’ representations and warranties contained in Article III Company or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled its Subsidiaries attributable to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardeda Pre-Closing Tax Period.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party amount of any Losses for which indemnification is provided under this Article IX shall not be liable for net of any Indemnified Costs amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any expenses incurred in connection with such recovery). If amounts are recovered from an insurance policy after an indemnifying party makes a payment to or on behalf of an indemnified party pursuant to this Article XI unless a written claim for IX, the net proceeds thereof shall promptly be remitted to the indemnifying party that made such payment up to the amount of the indemnification in accordance with Section 11.2 or Section 11.3 is given payment made by the Indemnified Party applicable indemnifying party (less any costs to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timerecover under such insurance policy). (b) Except as set forth Notwithstanding anything to the contrary elsewhere in this Agreement, an Indemnified Party will not no party shall, in any event, be entitled liable to any Indemnified Costs with respect to other Person for any individual Claim that does not equal punitive or exceed $150,000 (the “Individual Indemnity Threshold”) and all exemplary damages of such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleother Person, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject except to the limitations set forth extent payable to a third party as a result of a final, non-appealable determination by a court or arbitral tribunal of competent jurisdiction in this Agreement. Except as set forth below, the maximum aggregate liability respect of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capa Third-Party Claim. (c) The Except for Losses arising out of or resulting from Fraud or Willful Breach, or Losses indemnified under Section 9.1(a)(v), the Investor Indemnified Parties shall not have the right to receive any indemnification for Losses arising from any individual claim or a series of related claims pursuant to Section 9.1 unless and until the aggregate amount of Losses for any individual claim or series of related claims under Section 9.1 exceeds $250,000, whereupon the Investor Indemnified Parties shall be entitled to indemnification pursuant to the terms hereof for the amount of all Losses in respect of all claims in excess of such $250,000 amount, subject to the further limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this AgreementIX. (d) Each Party acknowledges and agrees thatExcept for Losses arising out of or resulting from Fraud or Willful Breach, after the Closing Date, except as otherwise aggregate liability of the Seller Group Parties (i) for Losses pursuant to Section 9.1(a)(i) shall not exceed an amount equal to the Purchase Price; (ii) for Losses pursuant to Section 9.1(a)(ii) shall not exceed the amount set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect Schedule 9.1(a)(ii); (iii) for Losses pursuant to Section 9.1(a)(iii) shall not exceed an amount equal to the Indemnified Costs Purchase Price; and (iv) for Losses pursuant to Section 9.1(a)(v) shall be not exceed $20,000,000; provided that in accordance with, and limited by, no event shall total indemnifiable Losses exceed an amount equal to the provisions set forth in this Article XIPurchase Price. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Notwithstanding anything contained herein to the contrary, no Buyer Indemnified Party shall not be liable for may receive any Indemnified Costs pursuant to this Article XI unless a written portion of the Holdback Amount in respect of any claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen made pursuant to Section 9.1(a) or (18b) months after of the Closing Date; provided, however, that written above (other than claims for indemnification (i) for Indemnified Costs arising out of a which result from any inaccuracy in or breach of any representation or warranty contained made by Seller or any Partner in Article IIISection 3.1 (Organization, Power and Authority), Section 4.13.3 (Authorization and Approval of Agreements), Section 4.23.4 (Effect of Agreement), Section 4.33.6 (Capitalization), Section 4.63.7 (Intellectual Property), Section 4.7, Section 4.8, Section 5.1, Section 5.2 3.9 (Tax Matters) and Section 5.5 3.17 (Employees and Other Compliance), or that involve fraud, willful breach or intentional misrepresentation by Seller or any Partner), unless and until Losses in an aggregate amount greater than $25,000 (the “Fundamental RepresentationsBasket”) have been incurred, paid or accrued, in which case the Buyer Indemnified Party may be made at any time make claims for indemnification and may receive cash from the Holdback Amount for all indemnifiable Losses (ii) for Indemnified Costs arising out including the amount of a breach of any covenant may be made at any timethe Basket). (b) Except as set forth The aggregate amount recoverable by all Buyer Indemnified Parties under this Article 9 from the Seller Indemnifying Parties, including, without limitation, in this Agreementconnection with any representation, an Indemnified Party will warranty, covenant or agreement herein shall not be entitled to any Indemnified Costs (when aggregated with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”all other amounts recoverable by such parties hereunder) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed Holdback Amount, except for Losses arising out of or related to the Indemnity Deductiblefollowing (in which cases, and thereafterwhen aggregated with all other amounts recoverable by such parties, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement recoverable shall not exceed the Indemnity Cap. Except as applicable amounts, if any, set forth below, the maximum aggregate liability of Buyer under Section 11.1 in (i) – (iv) of this Agreement subsection 9.3(b)): (i) fraud, willful breach or intentional misrepresentation of Seller or any Partner, in which case there shall be no limit to the amount recoverable by all Buyer Indemnified Parties against the party or parties that committed the fraud, willful breach and/or intentional misrepresentation, (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 3.7 (Intellectual Property), in which case the amount recoverable by all Buyer Indemnified Parties shall not exceed the Indemnity Capamount equal to the Holdback Amount or the remaining portion thereof, if applicable, plus $1,000,000 (with the entire $1,000,000 available for Claims related to Section 3.7 (Intellectual Property) and Section 3.17 (Employees and Other Compliance)) (for the avoidance of doubt, the maximum amount recoverable pursuant to the foregoing is limited to the Holdback Amount plus $1,000,000 in the aggregate), (iii) any inaccuracy in or breach of any representation or warranty set forth in Section 3.17 (Employees and Other Compliance), in which case the amount recoverable by all Buyer Indemnified Parties shall not exceed the amount equal to the Holdback Amount or the remaining portion thereof, if applicable, plus $1,000,000 (with the entire $1,000,000 available for Claims related to Section 3.7 (Intellectual Property) and Section 3.17 (Employees and Other Compliance)) (for the avoidance of doubt, the maximum amount recoverable pursuant to the foregoing is limited to the Holdback Amount plus $1,000,000 in the aggregate), (iv) Sections 9.1(c) through 9.1(h), in each case for which there shall be no limit to the amount recoverable by the Buyer Indemnified Parties, and (v) any inaccuracy in or breach of any representation or warranty set forth in Section 3.1 (Organization, Power and Authority), Section 3.3 (Authorization and Approval of Agreements), Section 3.4 (Effect of Agreement), Section 3.6 (Capitalization) and Section 3.9 (Tax Matters), for which the aggregate amount recoverable by all Buyer Indemnified Parties shall not exceed the amount of the Purchase Price plus the Earnout Amount payable to Seller. (c) The limitations set forth above Notwithstanding anything contained herein to the contrary, the indemnification obligations of the Partners hereunder shall be several and proportionate (based on each Partner’s Pro Rata Interest), and not joint, except in this Section 11.4 shall not apply the case of any Loss arising out of or related to fraud, willful breach or intentional misrepresentation of any claim for indemnification under Section 11.1 with respect to any breach of Partner, in which case (i) the Fundamental Representations liability of the Partner who has committed such fraud, willful breach or intentional misrepresentation shall be unlimited and (ii) the liability of each Partner who did not commit the fraud, willful breach or intentional misrepresentation shall not exceed the amount equal to such Partner’s Pro Rata Interest in the amount of the Purchase Price plus the Earnout Amount payable to Seller. With respect to Losses arising out of or related to fraud, willful breach and/or intentional misrepresentation of any Partner, the Buyer Indemnified Parties shall first seek indemnification obligations set forth in this Article XI of this Agreementfor such Losses against the Partner or Partners who committed the fraud, willful breach and/or intentional misrepresentation and, thereafter, shall seek indemnification for such Losses against any other Partner and/or Seller. (d) Each Party acknowledges and agrees thatNotwithstanding anything contained herein to the contrary, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other aggregate amount recoverable by all Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in Parties under this Article XI9 from Buyer in connection with any representation, warranty, covenant or agreement herein shall not exceed the Holdback Amount plus the Earnout Amount payable to Seller. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth expressly provided elsewhere in this Agreement, an Indemnified Party will not (i) in no event shall there be entitled any adjustments to the Initial Purchase Price or Option Purchase Price or other remedies available to Buyer for any Indemnified Costs with respect Title Defect asserted prior to any individual the end of the Claim that Date or Option Claim Date (except as may otherwise be a breach of a Seller’s special warranty of title provided in the Assignment delivered at the Initial Closing or the Option Closing, as applicable) if the sum of all Title Defect Amounts and Environmental Defect Amounts for Title Defects and Environmental Defects asserted prior to the end of the Claim Date does not equal or exceed $150,000 1.117647% of the aggregate of the Initial Purchase Price and Option Purchase Price (the “Individual Indemnity ThresholdDefect Deductible”), (ii) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall Buyer will only be entitled to indemnity one recovery for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII a matter which constitutes a Title Defect even if such matter breaches another provision of this Agreement, Buyer’s and (iii) if the other Buyer Indemnified Parties’ sum of all Title Defect Amounts and Environmental Defect Amounts exceeds the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect Defect Deductible, then any adjustments to the Indemnified Costs Initial Purchase Price or Option Purchase Price, as applicable, or other remedies provided by Sellers pursuant to Section 4.03 shall be in accordance withapplicable only to the portion thereof that exceeds the Defect Deductible. For the avoidance of doubt, and limited byit is understood that (1) the Defect Deductible is measured as to the Assets as a whole, notwithstanding that any adjustment to the provisions set forth in this Article XI. (e) For purposes Initial Purchase Price or Option Purchase Price, as applicable, as a result of determining any Losses resulting from a breach of any of Title Defects and/or Environmental Defects may be less than the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationDefect Deductible, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.and

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant Notwithstanding anything to the contrary in this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of VIII: (i) the Equityholder Indemnifying Parties shall have no liability under this ARTICLE VIII except with respect to claims for Losses with respect to a breach of a Company Fundamental Representations or Representation pursuant to Section 8.02 in accordance with the terms and conditions of this Agreement; (ii) in no event shall the indemnification obligations of the Equityholder Indemnifying Parties under this Article VIII exceed an amount equal to the Aggregate Purchase Price received by the Equityholder Indemnifying Parties (the “Aggregate Indemnification Cap”); and (iii) in no event shall any Equityholder Indemnifying Party be liable under this Article VIII for more than its Indemnification Percentage of the Aggregate Indemnification Cap. Notwithstanding the foregoing, none of the foregoing limitations shall apply to or otherwise limit any claims relating to Fraud (which, for the avoidance of doubt, are not subject to the indemnification obligations set forth in this Article XI VIII). (b) Under no circumstances shall any Indemnified Party be entitled to indemnification pursuant to this Article VIII for punitive or exemplary damages (except to the extent such damages are claimed by and required to be paid to a third party). (c) The Indemnified Parties shall use their respective commercially reasonable efforts to mitigate all Losses in respect of which the Indemnified Parties may be entitled to indemnification pursuant to this AgreementArticle VIII. (d) Each Party acknowledges The amount of any Losses recoverable by the Purchaser Indemnified Parties pursuant to Section 8.02 shall be calculated net of, and agrees reduced by, any (i) third party insurance proceeds received by the Purchaser Indemnified Parties under third party insurance policies (including under the R&W Insurance Policy) on account of such Losses; provided, that, after the Closing Date, except as otherwise set forth in Article XII amount of this Agreement, Buyer’s Losses will include the aggregate amount of all reasonable out-of-pocket costs and expenses of recovery or collection (including reasonable attorneys’ fees and expenses and the other Buyer amount of any deductible under the applicable policy) (collectively, “Recovery Costs”), or (ii) refunds of Taxes or reductions in the amount of Taxes payable by the Purchaser Indemnified Parties’ and Parties on account of such Losses. Notwithstanding anything to the SN Parties’ and contrary herein, prior to seeking any indemnification or recovery against the other Seller Indemnified Parties’ sole and exclusive remedy Equityholder Indemnifying Parties with respect to any Losses pursuant to Section 8.02, the Purchaser Indemnified Costs Parties shall first use their commercially reasonable efforts to promptly recover under any other sources of indemnification and insurance policies, including the R&W Insurance Policy, with respect to any Losses for which the Purchaser Indemnified Parties are entitled to indemnification under Section 8.02 to the extent such Losses are covered by such other sources or insurance polices (for the avoidance of doubt, without limiting the foregoing, using no less efforts to seek such recovery than they would if such Losses were not subject to indemnification under this ARTICLE VIII) (but, for the avoidance of doubt, only after the amount of any deductibles, retentions or similar costs have been satisfied and only to the extent such policies cover such Losses). In the event that an insurance recovery under a third party insurance policy (including under the R&W Insurance Policy) is actually received by the Purchaser Indemnified Parties with respect to any Losses for which the Purchaser Indemnified Parties have been indemnified hereunder, then a refund shall be made to the Equityholder Indemnifying Parties by the Purchaser Indemnified Parties in accordance withwith written instructions provided by the Equityholders’ Representative, in an amount equal to the lesser of (i) the aggregate amount of such insurance recovery actually received by the Purchaser Indemnified Parties, net of any Recovery Costs and of any Taxes imposed on the Purchaser Indemnified Parties in respect of such insurance recovery, and limited by(ii) the amount of the indemnification payment previously received by the Purchaser Indemnified Parties pursuant to Section 8.02 with respect to such Losses. In the event that a third party indemnity payment is actually received by the Purchaser Indemnified Parties with respect to any Losses for which the Purchaser Indemnified Parties have been indemnified hereunder, then a refund shall be made to the provisions set forth applicable Equityholder Indemnifying Parties by the Purchaser Indemnified Parties in accordance with written instructions provided by the Equityholders’ Representative, in an amount equal to the lesser of (i) the aggregate amount of such third party indemnity payment actually received by the Purchaser Indemnified Parties, net of any Recovery Costs and of any Taxes imposed on the Purchaser Indemnified Parties in respect of such third party indemnity payment, and (ii) the amount of the indemnification payment previously received by the Purchaser Indemnified Parties pursuant to Section 8.02 with respect to such Losses. Notwithstanding anything in this Article XISection 8.05 to the contrary, no Indemnified Party shall (i) be required to maintain or renew any insurance policies or any minimum amounts of coverage thereunder (other than under the R&W Insurance Policy), (ii) with respect to recovery from other sources of indemnification (other than under this Agreement or from insurance policies), be required to initiate, prosecute or maintain any Proceeding involving a Governmental Authority against such other source to mitigate any Losses to the extent such other source is a then current customer or supplier of the Purchaser Indemnified Parties or otherwise has a material business relationship with the Purchaser Indemnified Parties or (iii) make any claim against any insurance policy to the extent related to a matter that is excluded or otherwise carved out from coverage thereunder. (e) For purposes of determining Notwithstanding anything to the contrary herein: (i) no Indemnified Party shall be entitled to indemnification under this ARTICLE VIII for any Losses resulting for which an adjustment was made to the Aggregate Purchase Price hereunder, (ii) in the event any Purchaser Indemnified Party recovers any Losses with respect to a particular matter in respect of an indemnification claim made in accordance with this ARTICLE VIII, no other Purchaser Indemnified Party may recover the same Losses with respect to such matter in respect of a claim for indemnification under this Agreement, (iii) in the event any Equityholder Indemnified Party recovers any Losses with respect to a particular matter in respect of an indemnification claim made in accordance with this ARTICLE VIII, no other Equityholder Indemnified Party may recover the same Losses with respect to such matter in respect of a claim for indemnification under this Agreement, and (iv) the Purchaser Indemnified Parties acknowledge and agree that in the event a claim under the R&W Insurance Policy is denied and any Purchaser Indemnified Party’s actions (or inaction) is the sole cause of such denial, such parties shall not be entitled to indemnity by the Equityholder Indemnifying Party to the extent prejudiced thereby. (f) Except in the case of (i) claims for Fraud, (ii) claims relating to or arising from a any breach after the Closing of any Post-Closing Covenants, (iii) claims for breach occurring after the Closing under any Transaction Document (other than this Agreement or the certificates delivered pursuant to Section 7.02(c) and Section 7.03(c) of this Agreement), or (iv) claims for equitable remedies, from and after the Closing, the rights to indemnification and payments set forth in ARTICLE VIII shall be the sole and exclusive remedy and recourse of the Indemnified Parties with respect to or relating to any breach of this Agreement or any of the transactions contemplated by this Agreement, regardless of the Law or legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or equity. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall, or shall be deemed or construed to, waive or release any claims relating to Fraud. (g) Any payments made to an Indemnified Party pursuant to this ARTICLE VIII shall be treated, to the extent permitted by Law, as an adjustment to the purchase price for Tax purposes. (h) The Equityholder Indemnifying Parties shall not have and shall not exercise or assert (or attempt to exercise or assert) any right of contribution, right of indemnity or advancement of expenses or other right or remedy under any provisions of any Organizational Documents or indemnification agreement of any of the SN Parties’ Company or its Subsidiaries against any of the Purchaser, Surviving Corporation, Company or its Subsidiaries or other Purchaser Indemnified Parties in respect of any indemnification obligation or any other liability to which such Equityholder Indemnifying Party may become subject under this Agreement or any Transaction Document. (i) For purposes of this ARTICLE VIII (including for purposes of determining whether a representation or warranty has been breached and the amount of Losses subject to indemnification), the representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would the Company shall be entitled deemed to indemnificationnot be qualified by, and shall be interpreted without giving effect to, any dollar limitations or materiality qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect,” except that the word “material” in the SN Parties’ representations and warranties defined term “Material Contract” shall not be disregardeddisregarded for any of such purposes.

Limitations. The following provisions of this Section 11.4 shall limit Other than with respect to a Fraudulent Breach (for which the indemnification obligations hereunder: (a) The Indemnifying Damage Threshold does not apply), no Parent Indemnified Party and no Company Indemnified Party shall not be liable for entitled to recover any Indemnified Costs Damages with respect to a matter in an individual Claim set forth in a Claim Notice to which it is indemnified pursuant to this Article XI Section 10.2(a) or 10.2(b), respectively, unless a written claim such Claim is made for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen an amount of at least Ten Thousand Dollars (18$10,000) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental RepresentationsDamage Threshold”) may be made ), at any which time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an such Indemnified Party will not shall be entitled to any Indemnified Costs be indemnified against and compensated and reimbursed for all such Damages in such Claim including Damages included in the Damage Threshold. Each Claim Notice shall be based upon assertions with a common sets of facts. Other than with respect to any individual Claim that a Fraudulent Breach and other than with respect to the Surviving Obligations (for which the Damage Limit does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) apply), no Parent Indemnified Party and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the no Company Indemnified Party shall only be entitled to indemnity for the amount recover any Damages with respect to all matters in all Claims to which it is indemnified pursuant to Section 10.2(a) or 10.2(b), respectively, in excess of the Indemnity Deductible, subject to the limitations set forth in this AgreementIndemnification Reserves. Except for Fraudulent Breach by a Company Equity Holder in such Company Equity Holder’s capacity as set forth belowsuch, in no event will the maximum aggregate individual liability of a Company Equity Holder exceed such Company Equity Holder’s pro rata share of the SN Parties under Section 11.1 amount of this Agreement shall not exceed the Indemnity CapPurchase Price proceeds such Company Equity Holder actually receives or is entitled to receive. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 Other than with respect to any breach of a Fraudulent Breach (i) for which there are no limitations on remedies or damages), the Fundamental Representations or (ii) the indemnification obligations set forth remedies provided in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after X shall constitute the Closing Date, except as otherwise Indemnified Party’s exclusive remedies for recovery against any Indemnitor for the matters set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIabove. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions No amount shall be payable to a Seller Indemnified Party in satisfaction of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with pursuant to Section 11.2 7.3(a) unless and until the aggregate Losses paid, incurred, sustained or Section 11.3 is given by the Indemnified Party accrued (or anticipated to the Indemnifying Party with respect thereto on be paid, incurred, sustained or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18accrued) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed Deductible Amount, at which time Buyer shall indemnify the Indemnity Deductible, and thereafter, the Seller Indemnified Party shall only be entitled to indemnity Parties for the amount of all Losses in excess of the Indemnity DeductibleDeductible Amount; provided, subject that, amounts payable to a Seller Indemnified Party in satisfaction of claims for indemnification pursuant to Sections 7.3(a)(iv) or 7.3(a)(v) shall be paid from the first dollar of Loss. Notwithstanding anything herein to the limitations set forth contrary (except in an instance where Section 7.3(a)(v) applies), Buyer shall not have any monetary Liability for Losses arising pursuant to Section 7.3(a)(ii) in excess of the Deposit Amount. Notwithstanding anything in this Agreement. Except as set forth belowSection 7 to the contrary, the Buyer’s maximum aggregate liability for amounts payable to Seller Indemnified Parties in satisfaction of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as claims for indemnification for Losses arising from, based on or relating to any matters set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) in Section 7.3(a)(i) or Section 7.3(a)(iii) shall be limited to the Fundamental Representations or Indemnification Cap, (ii) in Section 7.3(a)(v) shall be limited to the Purchase Price (excluding any amount paid pursuant to Section 2.2(c)) and (iii) in Section 7.3(a)(iv) shall have no limitation. Any amounts payable pursuant to the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs hereunder shall be in accordance withpaid without duplication, and limited by, the in no event shall any party be indemnified under different provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedsame Loss.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Sellers shall not be liable to the Purchaser Indemnified Parties for any indemnification under Section 7.2 unless and until the Purchaser Indemnified Costs pursuant Parties have suffered, incurred, sustained or become subject to this Article XI unless Losses in excess of $125,000 (the “Basket”) in the aggregate, in which case the Purchaser Indemnified Parties may bring a written claim for all Losses and Sellers shall be required to pay or be liable for all such Losses from the first dollar. No Purchaser shall be liable to the Seller Indemnified Parties for indemnification under Section 7.3 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in accordance with Section 11.2 7.3 in excess of the Basket in the aggregate, in which case the Seller Indemnified Parties may bring a claim for all Losses and Purchasers shall be required to pay or Section 11.3 is given by be liable for all such Losses from the first dollar. In the event the Indemnifying Party assumes the defense of (or otherwise elects to negotiate or settle or compromise) any action or claim as described above, the Indemnified Party to shall reimburse the Indemnifying Party for all costs and expenses incurred by the Indemnifying Party in connection with respect thereto on such defense (or before 5:00 p.m.negotiation, Houston, Texas time, on settlement or prior compromise) to the date extent that is eighteen (18) months after such costs and expenses do not exceed the amount of the Closing Date; providedremaining Basket. (b) Notwithstanding the foregoing, howeverthe limitations set forth in Section 7.4(a) shall not apply to Losses based upon, that written claims for indemnification arising out of any inaccuracy in or breach of (i) for Indemnified Costs arising out any Fundamental Representation or (ii) any representations and warranties contained in Section 3.5 (Taxes). (c) For purposes of a this Article VII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Business Material Adverse Effect, Purchaser Material Adverse Effect or other similar qualification contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled or otherwise applicable to any Indemnified Costs with respect to any individual Claim that does not equal such representation or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreementwarranty. (d) Each Party acknowledges Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Sections 7.2(a), (b), (c) or (d), or Article VIII, (i) first, Purchaser Representative and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instruction the Escrow Agent to disburse to Purchasers such amount from the Standard Escrow Amount and (ii) next, to the extent such obligation to indemnify exceeds the Standard Escrow Amount and/or the Standard Escrow Amount is otherwise unavailable, Sellers shall, jointly and severally, promptly pay to Purchasers or the Purchaser Indemnified Costs shall be in accordance withParty, and limited byas applicable, the provisions set forth in this Article XIany remainder of such excess. (e) For purposes of determining any Losses resulting from a breach Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Section 7.2(e), (i) first, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instruction the Escrow Agent to disburse to Purchasers such amount from the Special Escrow Amount (or, at Purchaser Representative’s sole election, from the Standard Escrow Amount if such Special Escrow Amount is insufficient to cover such obligation to indemnify), and (ii) next, to the extent such obligation to indemnify exceeds the Special Escrow Amount and/or the Special Escrow Amount is otherwise unavailable, Sellers shall, jointly and severally, promptly pay to Purchasers or the Purchaser Indemnified Party, as applicable, any remainder of such excess. (f) In no event shall an Indemnifying Party be liable to the other Indemnified Party for any punitive damages, unless such damages are actually awarded to a Governmental Authority. (g) The representations, warranties and covenants of the SN Parties’ representations Indemnifying Party, and warranties contained the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Article III Section 6.2 or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification6.3, any dollar or materiality qualifications in as the SN Parties’ representations and warranties shall be disregardedcase may be.

Limitations. The following provisions (c) In the case of this Section 11.4 shall limit a claim with respect to any of the indemnification obligations hereunder: (a) The Company Representation Indemnities, each Company Indemnifying Party shall be severally and not jointly liable for such Company Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom up to an amount equal to the Escrow Amount, except in the case of (i) fraud, willful breach or intentional misrepresentation or (ii) any failure of any of the Specified Representations to be true and correct as set forth in Section 9.2(a). In the case of a claim with respect to any of the Parent Representation Indemnities, the Parent Indemnifying Parties shall be jointly and severally liable for any Indemnified Costs Damages resulting therefrom up to an amount equal to the Escrow Amount, except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) any failure of any of the Specified Representations to be true and correct as set forth in Section 9.3(a). (d) In the case of (i) any failure of any of the Specified Representations to be true and correct as set forth in Section 9.2(a), (ii) any claim for indemnification, compensation or reimbursement made pursuant to clauses (b) through (f) of Section 9.2, (iii) any claim for indemnification, compensation or reimbursement made pursuant to clause (g) of Section 9.2 arising out of an alleged breach of any Specified Representation or the matters described in clauses (b) through (f) of Section 9.2, and (iv) any claim for indemnification, compensation or reimbursement arising out of fraud, willful breach or intentional misrepresentation, each Company Indemnifying Party shall be severally and not jointly liable for such Company Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom up to the aggregate portion of the Final Adjusted Transaction Value received by such Company Indemnifying Party pursuant to Article 2; provided, however, that, subject to Section 9.4(c): (A) the maximum aggregate monetary liability of any Specified Company Indemnifying Party pursuant to Article 9 shall be limited to such Specified Company Indemnifying Party’s Specified Pro Rata Share of the Escrow Amount and (B) each Company Indemnifying Party (other than the Specified Company Indemnifying Parties) shall be severally and not jointly liable for such Company Indemnifying Party’s Equityholder Pro Rata Share of any such Damages that exceed the Escrow Amount up to the aggregate portion of the Final Adjusted Transaction Value received by such Company Indemnifying Party pursuant to Article 2. So long as any amount remains in the Escrow Fund, the Parent Indemnified Persons shall seek to recover amounts in respect of claims for indemnification, compensation or reimbursement under this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by 9 from the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or Escrow Fund prior to the date that is eighteen (18) months after seeking to recover amounts in respect of the Closing Datesuch claims for indemnification, compensation or reimbursement under this Article 9 directly from any Company Indemnifying Party; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of to the extent any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (amounts are released from the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled Escrow Fund to any Parent Indemnified Costs Person with respect to any individual Claim claims for indemnification, compensation or reimbursement under this Article 9 that does are not equal subject to the limitations contained in first sentence of Section 9.4(a), such recovered amounts shall not reduce the amount that the Parent Indemnified Persons may recover with respect to claims for indemnification, compensation or exceed $150,000 (reimbursement under this Article 9 that are subject to the “Individual Indemnity Threshold”) and all such Claims that equal limitations contained in the first sentence of Section 9.4(a). Any Damages recoverable by the Parent Indemnified Persons pursuant to claims for indemnification, compensation or exceed reimbursement under this Article 9 shall be paid first out of the Individual Indemnity Threshold must collectively also exceed remaining funds in the Indemnity DeductibleEscrow Fund, and thereaftersecond, if the Indemnified Party shall only be entitled Escrow Fund is insufficient to indemnity for satisfy such Damages in full or if the amount Escrow Fund has been released in excess of accordance with the Indemnity DeductibleEscrow Agreement, directly by the Company Indemnifying Parties, subject to the limitations set forth in this AgreementArticle 9. Except In the case of (1) any failure of any of the Specified Representations to be true and correct as set forth belowin Section 9.3(a) or (2) any claim for indemnification, compensation or reimbursement arising out of fraud, willful breach or intentional misrepresentation, the maximum aggregate liability of Parent Indemnifying Parties shall be jointly and severally liable for any Damages resulting therefrom up to the SN Parties under Section 11.1 of this Agreement shall not exceed Final Adjusted Transaction Value in the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capaggregate. (ce) The limitations set forth above Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Company Indemnifying Party (i) who committed fraud or made any intentional misrepresentation in connection with this Section 11.4 shall not apply Agreement or the transactions contemplated hereby or willfully breached this Agreement or (ii) who has knowledge of or could reasonably have been expected to have knowledge of such fraud, intentional misrepresentation or willful breach. (f) No Parent Indemnified Person may receive any portion of the Escrow Fund in respect of any claim for indemnification under Section 11.1 indemnification, compensation or reimbursement that is made pursuant to the Company Representation Indemnities (in each case except for any claims (i) with respect to any Specified Representations, or (ii) which involve fraud, willful breach or intentional misrepresentation), unless and until Damages in the aggregate under all claims that have been incurred, paid or properly accrued exceed $500,000 (the “Basket”), in which case the Parent Indemnified Persons may make claims for indemnification, compensation or reimbursement for all Damages, including the amount of the Basket. No Securityholder Indemnified Person may receive any proceeds from Parent in respect of any claim for indemnification, compensation or reimbursement that is made pursuant to the Parent Representation Indemnities (in each case except for any claims (x) with respect to any Specified Representations, or (y) which involve fraud, willful breach or intentional misrepresentation), unless and until Damages in the aggregate under all claims that have been incurred, paid or properly accrued exceed the Basket, in which case the Securityholder Indemnified Persons may make claims for indemnification, compensation or reimbursement for all Damages, including the amount of the Basket. (g) Notwithstanding anything herein to the contrary, for purposes of calculating or determining the amount of Damages incurred under Section 9.2 or Section 9.3, there shall be deducted from any Damages an amount equal to the amount of any proceeds actually received by any Parent Indemnified Person or Securityholder Indemnified Person from any third-party insurer in connection with such Damages (after giving effect to any deductible or increase in premium proximately caused thereby to the extent paid or payable and net of any costs, Taxes and expenses of recovery or collection thereof); provided, however, that none of the Parent Indemnified Persons, the Securityholder Indemnified Persons or the Representative shall have any obligation to (i) seek recovery against any existing insurance policies (other than insurance policies of the Company that are in existence as of the time of Closing (disregarding any renewal or extension thereof)) or (ii) obtain insurance coverage or other third party protection with respect to any particular matter. (h) No Parent Indemnified Person or Securityholder Indemnified Person shall be entitled to double recovery for any adjustments to the Merger Consideration provided for hereunder or for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (i) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any party be liable to the other for any punitive, speculative or remote damages or any damages that are not the reasonably foreseeable consequence of any breach of or inaccuracy contained in this Agreement, the Company Disclosure Letter or any certificate, document or agreement contemplated by, or required to be delivered pursuant to, this Agreement (except to the extent such damages are awarded to a third party pursuant to a Third-Party Claim). (j) No Parent Indemnified Person shall be entitled to indemnification, compensation or reimbursement under this Agreement in respect of any Damages to the extent such Damages were taken into account in the calculation of, and reduced the value of (i) the Fundamental Representations Final Adjusted Transaction Value, including the calculation of the Closing Debt Amount or the amount of Transaction Fees (including the Closing Employee Payments) or (ii) the indemnification obligations Closing Working Capital Amount. (k) The rights to indemnification, compensation or reimbursement set forth in this Article XI Agreement based on the representations, warranties, covenants, agreements and obligations set forth herein shall not be affected by any investigation conducted by Parent or the Company, or any knowledge acquired (or capable of this Agreement. being acquired) at any time (d) Each Party acknowledges and agrees that, whether before or after the Agreement Date or the Closing Date), except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance accuracy or inaccuracy of or compliance with, and limited byany such representation, the provisions set forth in this Article XIwarranty, covenant, agreement or obligation. (el) For purposes of determining any Losses resulting from a breach of any The parties acknowledge the applicability of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled common law duty to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedmitigate Damages.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything to the contrary herein, (a) the aggregate liability of the Company Stockholders and Noteholders for Damages under this Article VI shall not exceed the Escrow Shares and the sole remedy of the Buyer and the Transitory Subsidiary against the Company Stockholders and Noteholders under this Article VI (except as provided in Section 6.4(c)) shall be to make a claim against the Escrow Shares in accordance with the Escrow Agreement, and (b) the Company Stockholders and Noteholders shall be liable under this Article VI for only that portion of the aggregate Damages which exceeds $50,000, except for Damages resulting from any matter identified under Section 2.18 of the Disclosure Schedule, -36- 42 for which the Company Stockholders and Noteholders shall be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party full amount of such Damages, subject to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen provisions of clause (18a) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeabove. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject Notwithstanding anything to the limitations set forth in this Agreement. Except as set forth belowcontrary herein, (a) the maximum aggregate liability of the SN Parties Buyer and the Transitory Subsidiary for Damages under Section 11.1 of this Agreement Article VI shall not exceed $3,000,000, and (b) the Indemnity Cap. Except as set forth below, Buyer and the maximum Transitory Subsidiary shall be liable under this Article VI for only that portion of the aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapDamages that exceeds $50,000. (c) The limitations set forth above Except with respect to claims based on fraud, the rights of the Indemnified Persons under this Article VI shall be the exclusive remedy of the Indemnified Purchasers and Indemnified Stockholders with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the other party contained in this Section 11.4 Agreement (provided that nothing contained in this Agreement shall not apply to limit or restrict any claim for indemnification right or remedy the Buyer or the Surviving Corporation may have under Section 11.1 any Environmental Law). No Company Stockholder shall have any right of contribution against the Company with respect to any breach of (i) by the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach Company of any of the SN Parties’ representations and warranties contained in Article III its representations, warranties, covenants or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedagreements.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party Notwithstanding anything to the Indemnifying Party with respect thereto on or before 5:00 p.m.contrary herein, Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) the aggregate liability of the Indemnifying Stockholders, on the one hand, and the Buyer, on the other hand, for Indemnified Costs arising out of a breach of any representation or warranty contained in Damages under this Article IIIVI shall not exceed $9,600,000, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) neither the Indemnifying Stockholders nor the Buyer shall be liable under this Article VI unless and until the aggregate Damages for Indemnified Costs arising out which they or it would otherwise be liable exceed $100,000 (at which point the Indemnifying Stockholders and the Buyer shall become liable for the aggregate Damages, and not just amounts in excess of $100,000); provided that the limitation set forth in clause (ii) above shall not apply to (A) a claim pursuant to Section 6.1(a) relating to a breach of any the representations and warranties set forth in Sections 2.1, 2.2, 2.3 or 2.9 (or the portion of the Company Certificate relating thereto) or to a breach of the covenant set forth in Sections 4.7 and 4.8 or (B) a claim pursuant to Section 6.2 relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 (or the portion of the Buyer Certificate relating thereto) or to a breach of the covenant set forth in Section 4.7. Except as set forth in the immediately preceding proviso, an Indemnifying Stockholder shall not be obligated to compensate the Buyer for Damages that are in excess of the value of the shares of Buyer Common Stock received by such Indemnifying Stockholder at the time such Damages were incurred. If Buyer's Damages exceed the value of the shares of Buyer Common Stock received by an Indemnifying Stockholder as aforesaid, then upon receipt of additional shares of Buyer Common stock pursuant to this Agreement such Indemnifying Stockholder shall be obligated to compensate the Buyer for such excess Damages until the Buyer has been compensated in full for all of such Damages or the aforementioned $9,600,000 cap is reached. The Indemnifying Stockholder may tender to the Buyer shares of Buyer's Common Stock held by the Indemnifying Stockholder in order to compensate the Buyer for Damages and the value of such shares as of the date of such tender (determined by multiplying the Average Price by the number of shares tendered) shall be made at any timecredited against the amount of such Damages. (b) Except as set forth with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to third party claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 No Indemnifying Stockholder shall not apply to have any claim for indemnification under Section 11.1 right of contribution against the Company or the Surviving Corporation with respect to any breach of (i) by the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach Company of any of the SN Parties’ representations and warranties contained in Article III its representations, warranties, covenants or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedagreements.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Purchaser and its Affiliates shall not be liable entitled to recover for any Indemnified Costs Losses until such time as the Losses in the aggregate to which Purchaser and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the "PURCHASER LOSS THRESHOLD"), at which time Purchaser shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Purchaser Loss Threshold. In determining the amount of Losses for which the Purchaser or its Affiliates are entitled to be indemnified by Parent pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i8.2(a) for Indemnified Costs arising out of a breach of, or inaccuracy in, any representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in Article IIIthe applicable representation or warranty shall be disregarded. In no event shall Parent's actual cumulative liability for Losses in connection with the Transactions exceed ten percent (10%) of the Purchase Price; provided, however, that the foregoing limitations set forth in this Section 4.1, 8.6(a) shall not apply to Losses that are recoverable pursuant to Parent's indemnification obligations under Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 8.2(d). Each Loss for which Purchaser or its Affiliates is entitled to recovery shall be reduced by (i) the “Fundamental Representations”) may be made at amount of any time insurance proceeds to which Purchaser or its Affiliates is entitled with respect to such Loss and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at indemnity, contribution or other similar payment that Purchaser or its Affiliates receives from any timethird party with respect to such Loss. (b) Except If Purchaser receives any payment from Parent in respect of any Losses pursuant to Section 8.2 and Purchaser could have recovered all or a part of such Losses from a third party (a "POTENTIAL CONTRIBUTOR") based on the underlying Claim, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of its rights to proceed against the Potential Contributor as set forth in this Agreement, an Indemnified Party will not be entitled are necessary to any Indemnified Costs with respect permit Parent to any individual Claim that does not equal or exceed $150,000 (recover from the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for Potential Contributor the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsuch payment. (c) The limitations Parent and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Parent and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the "SELLER LOSS THRESHOLD"), at which time Parent shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Seller Loss Threshold; provided, however, that the foregoing limitation set forth above in this Section 11.4 8.6(c) shall not apply to any claim for Losses that are recoverable pursuant to Purchaser's indemnification obligations under Section 11.1 with respect 8.3(d). In determining the amount of Losses for which the Seller or its Affiliates are entitled to be indemnified by Purchaser pursuant to Section 8.3(a) for a breach of, or inaccuracy in, any representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. In no event shall Purchaser's actual cumulative liability for Losses in connection with the Transactions exceed ten percent 10% of the Purchase Price. Each Loss for which Parent or its Affiliates is entitled to recovery shall be reduced by (i) the Fundamental Representations amount of any insurance proceeds to which Parent or its Affiliates is entitled with respect to such Loss and (ii) the indemnification obligations set forth in this Article XI of this Agreementany indemnity, contribution or other similar payment that Parent or its Affiliates receives from any third party with respect to such Loss . (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the Notwithstanding any other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV provision of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationthe contrary, any dollar in no event shall Losses include a party's incidental or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedconsequential damages or special or punitive damages to such party.

Limitations. (a) In any claim for indemnification under this Agreement, the Indemnitor shall not be required to indemnify any Person for special, exemplary or consequential damages, including without limitation loss of profit or revenue, any multiple of reduced cash flow, interference with operations, or loss of tenants, lenders, investors or buyers. (b) The following indemnification provisions of this Section 11.4 Article X shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not terminate and be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto of no further force and effect on or before 5:00 p.m., Houston, Texas time, on or prior to the date that which is eighteen (18) four months after of the Closing (the “Indemnification Termination Date”); provided, however, that written claims for the indemnification (i) for Indemnified Costs arising out provisions of a breach of any representation or warranty contained in this Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will X shall not be entitled to any Indemnified Costs terminated with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity specific claim for the amount in excess indemnification which was made before expiration of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapIndemnification Termination Date. (c) The limitations set forth above Except for remedies that cannot be waived as a matter of law, the enforcement of the indemnification provisions of this Article X shall be the exclusive remedy, other than in this Section 11.4 shall not apply to any claim the case of fraud or intentional misrepresentation, of the parties for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations any warranty, representation or (ii) the indemnification obligations set forth covenant contained in this Article XI of this Agreement; provided, however, that such exclusivity shall not limit or restrict a party’s ability to obtain specific performance or injunctive relief. (d) Each In any case where an Indemnified Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth recovers from a Third Party any amount in Article XII respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Agreement, Buyer’s and the other Buyer such Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Costs shall be Party in accordance withrespect of such matter, and limited by, (ii) any amount expended by the provisions set forth Indemnitor in this Article XIpursuing or defending any claim arising out of such matter. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of Indemnification for Taxes under this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedcontrolled by Article VII.

Limitations. The following provisions (a) If the Merger is consummated, except in the case of this Section 11.4 shall limit the indemnification obligations hereunderfraud, criminal conduct or intentional misconduct: (ai) The Indemnifying Party In no event shall not be liable the total recovery of the Parent Indemnified Parties for any Indemnified Costs Damages pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen Sections 9.2(a)(i)-(iii) and (18v)-(x) months after of the Closing Dateexceed $15,000,000; provided, however, that written claims in no event shall the total recovery of the Parent Indemnified Parties for indemnification (iDamages pursuant to Sections 9.2(a)(v) for Indemnified Costs arising out of a breach of any representation or warranty contained exceed $5,000,000 in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 the aggregate (the “Fundamental RepresentationsGeneral Representations and Warranties Cap”) may be made at any time and ). (ii) In no event shall the total recovery of the Parent Indemnified Parties for Damages pursuant to Section 9.2(a)(iv) exceed $15,000,000 (the “Tax Representations and Warranties Cap”). (iii) The sole and exclusive remedy of the Parent Indemnified Costs arising out Parties against the Company Shareholders (other than ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇) for Damages pursuant to Section 9.2(a) shall be recovery from the Holdback Amount and the Applicable Earnout Amount subject to the limitations herein. In addition, if the Parent Indemnified Parties have Claims for which recourse to the Holdback Amount and Applicable Earnout Amount is not available, then they may recover such Claims from ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ subject to the additional limitations set forth in Schedule 9.3(a)(iii). (iv) In no event shall the total recovery of a breach the Shareholder Indemnified Parties for Damages pursuant to Section 9.4 exceed $15,000,000. Notwithstanding anything contained herein to the contrary, neither Parent nor the Surviving Corporation shall be liable to any Shareholder Indemnified Parties for any Damages pursuant to this Article IX until the aggregate amount of Damages exceeds $1,000,000 (the “Parent Basket”) and then Parent and/or the Surviving Corporation shall be liable for only those Damages in excess of $1,000,000; provided, however, that this limitation shall not apply to any covenant may be made at any timeClaim involving fraud, criminal conduct or intentional misconduct. (b) Except as set forth in this AgreementNotwithstanding anything contained herein to the contrary, an Indemnified Party will the Company Shareholders shall not be entitled liable to any Parent Indemnified Costs Person for any Damages pursuant to this Article IX unless and until the Damages (excluding any and all Fees associated therewith) associated with respect any single event for which any Parent Indemnified Person shall seek indemnification pursuant to this Article IX shall exceed $25,000, in which case the Company Shareholders shall be liable for all of the Damages associated with such Claim; provided, however, that the Company Shareholders shall not be liable to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Parent Indemnified Party shall only be entitled to indemnity Person for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of Damages (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.pursuant to

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Warrantors shall not be liable for under any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 of the Holdings Warranties, the HHL Warranties or Section 11.3 is given by the Indemnified Party (to the Indemnifying Party with respect thereto on extent provided in clause 7.5 and 8.2 only) Indemnity Claims or before 5:00 p.m., Houston, Texas time, on or prior Environmental Claims as the case may be: 2.1 to the date extent that the facts or information upon which it is eighteen (18) months after based are Disclosed; or 2.2 to the extent that a provision, reserve or allowance relating to the subject matter of the Closing Daterelevant Holdings Warranties, HHL Warranty or an Indemnity Claim has been made in the Completion Net Asset Statement; providedor 2.3 to the extent that such liability arises or is increased as a result of any change or changes in legislation (primary or delegated) including without limitation any increase in rates of taxation or variation in the method of applying or calculating the rates of taxation or the introduction of any changes or new form of taxation or in the published practice of HM Revenue & Customs or any other relevant authority (in the United Kingdom or elsewhere) occurring after Completion whether or not with retrospective effect; or 2.4 to the extent that such liability occurs or arises as a result of a voluntary act, howevertransaction or omission of the Purchaser or any member of the ▇▇▇▇ Group, that written claims for indemnification (i) for Indemnified Costs arising out outside the ordinary course of business and which the Purchaser knew would give rise to a breach of the Holdings Warranties or HHL Warranties, other than an act, transaction or omission required by any representation applicable legislation or warranty contained done or omitted to be done pursuant to a binding obligation in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (force at the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out date of a breach of any covenant may be made at any time.this agreement; or (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject 2.5 to the limitations set forth in this Agreement. Except as set forth belowextent that the liability would not have arisen or would have been reduced or eliminated but for a failure or omission after Completion, on the maximum aggregate liability part of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth belowHHH, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations HHL or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained Subsidiaries or the Purchaser or any of them to make any claim, election, surrender or disclaimer or to give any notice or consent or to do any other thing under any enactment or regulation relating to taxation the making, giving or doing of which was taken into account in Article III or Article IV of this Agreement computing the provision for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications taxation in the SN Parties’ representations and warranties shall be disregardedHoldings Accounts, the Holdings Management Accounts, the HHL Accounts or in the HHL Management Accounts; or 2.6 to the extent that such liability would not have arisen but for any changes after Completion in accounting policy of the Purchaser or any member of the ▇▇▇▇ Group except for changes required to comply with Relevant Accounting Standards.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Notwithstanding anything to the contrary contained in this Agreement, (i) no individual claim (or series of related claims) for indemnification under this Article IX shall be valid and assertable unless it is (or they are) for an amount in excess of $50,000; (ii) the aggregate Damages under this Article IX shall not exceed the Escrow Amount and the Buyer is not entitled to any recovery of Damages from the Holders other than pursuant to the Escrow Amount; and (iii) the Buyer shall not be liable indemnified for Damages under Section 9.1(a) (excluding any Indemnified Costs pursuant claims disallowed under Section 9.4(a)(i)) until such Damages, in the aggregate, exceed $1,000,000, in which case, Buyer shall be entitled to this Article XI unless a written claim be indemnified for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after full amount of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timesuch Damages. (b) Except as set forth in The amount of Damages recoverable under this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs Article IX with respect to an indemnity claim shall be reduced by the amount of any individual Claim that does not equal payment received by the Buyer or exceed $150,000 any of its Affiliates, with respect to the Damages to which such indemnity claim relates, from an insurance carrier under an insurance policy held by the Company as of the Effective Time (or as such policy may be renewed, extended or modified at no cost to the “Individual Indemnity Threshold”) Buyer or the Company). The Buyer shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductibleinsurance claims, and thereafterthe Parties shall cooperate with each other in pursuing such claims. If the Buyer (or an Affiliate) receives any such insurance payment in connection with any claim for Damages for which it has already received an indemnification payment under this Article IX, it shall pay to Sellers’ Representative for distribution to the Holders, within 30 days, the Indemnified Party shall only be entitled to indemnity for amount of the excess, if any, of the sum of such insurance payment and the amount in excess of previously received by the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 this Article IX with respect to such claim over the amount of this Agreement shall not exceed the Indemnity CapDamages incurred with respect to such claim. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 Except with respect to claims for equitable relief made with respect to breaches of any breach of covenant or agreement contained in this Agreement, (i) the Fundamental Representations rights of the Buyer under this Article IX shall be the sole and exclusive remedy of the Buyer and its Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement and (ii) the Escrow Amount shall be the sole and exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification obligations set forth in under this Article XI IX or otherwise in connection with the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (d) Each Party acknowledges The Sellers’ Representative shall have full power and agrees thatauthority on behalf of each Holder to take any and all actions on behalf of, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s execute any and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance withall instruments on behalf of, and limited byexecute or waive any and all rights of, the provisions set forth in Holders under this Article XI. (e) For purposes of determining IX. The Sellers’ Representative shall have no liability to any Losses resulting from a breach of Holders for any action taken or omitted on behalf of the SN Parties’ representations and warranties contained in Holders pursuant to this Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedIX.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party No party shall not be liable entitled to any recovery for any Losses for a breach of a representation or warranty unless and until the total of all Losses for the Company Indemnified Costs pursuant Parties or MSI Indemnified Parties, as applicable, under Section 7.2 exceeds $1,000,000, at which time such parties shall be entitled to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by recover the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m.aggregate amount of all Losses, Houston, Texas time, on or prior to the date that is eighteen (18) months after regardless of the Closing Datesuch threshold; provided, however, that written the aggregate liability for indemnity for breaches of representations or warranties under this Article VII for each of MHR and the Company collectively on the one hand, and MSI, on the other hand, shall not exceed an amount equal to [REDACTED]*. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4 shall not apply to any claims for indemnification fraud or intentional, criminal or willful misrepresentation or misconduct. It is the intent of the parties that the indemnity provisions provided for in this Article VII shall be the sole and exclusive remedy of the parties under this Agreement, except as otherwise provided for in Section 9.12. In furtherance thereof, except as specifically provided in Section 9.12 and in the case of fraud or intentional, criminal or willful misrepresentation or misconduct, (i) for Indemnified Costs arising out of a breach of any representation or warranty contained the parties’ sole and exclusive remedy under this Agreement shall be to seek indemnification as set forth in this Article IIIVII, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) any claim for Indemnified Costs arising out of a Losses against any party for any breach of this Agreement or in connection with any covenant may of the Transactions contemplated hereby will be made at solely pursuant to this Article VII. Notwithstanding anything to the contrary set forth herein, if MSI actually recovers any timeamounts from ArcLight (net of any reasonable and documented out-of-pocket expenses incurred in connection therewith) for any matter in respect of which such amounts were paid pursuant to ArcLight’s indemnification obligations (if any) under the ArcLight UPA, then MHR and the Company shall be entitled to a credit in an amount equal to such amount in respect of such matter to the extent MHR and the Company are obligated to indemnify MSI hereunder with respect to such matter. MSI shall use its commercially reasonable efforts to seek indemnification in respect of any matter under which it is entitled to indemnification under both the ArcLight UPA and this Agreement first from ArcLight in respect of such matter, provided that MSI may, in its sole discretion, thereafter from time to time seek indemnification from MHR or the Company hereunder in respect of such matter. (b) Except as set forth in this Agreement, an The Company and MHR hereby acknowledges that one or more of the MSI Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 Parties (the “Individual Indemnity ThresholdInstitutional Investor Indemnitees”) and all such Claims that equal have certain rights to indemnification, advancement of expenses or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafterinsurance provided by MSI or certain of MSI’s Affiliates (collectively, the Indemnified Party shall only be entitled to indemnity for “Institutional Investor Indemnitors”). MHR and the amount in excess of the Indemnity DeductibleCompany hereby agree and acknowledge, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of that: (i) to the Fundamental Representations or (ii) extent legally permitted and as required by the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII terms of this Agreement, Buyer’s (A) MHR is the indemnitor of first resort (i.e., its obligations to each Institutional Investor Indemnitee are primary and any obligation of the other Buyer Indemnified Parties’ Institutional Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Institutional Investor Indemnitee are secondary) and (B) MHR shall be required to advance the SN Parties’ full amount of expenses incurred by an Institutional Investor Indemnitee and shall be liable for the other Seller Indemnified Parties’ sole full amount of all expenses, judgments, penalties, fines and exclusive remedy with respect amounts paid in settlement, in each case to the Indemnified Costs shall be in accordance withextent payable hereunder, and limited by, without regard to any rights that an Institutional Investor Indemnitee may have against the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.Institutional Investor Indemnitors and

Limitations. The following provisions of (a) Notwithstanding anything to the contrary contained in this Section 11.4 shall limit the indemnification obligations hereunderAgreement: (ai) The Indemnifying Party no individual claim or series of related claims for indemnification under Section 9.1(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [*]; (ii) the Buyer shall not be liable for permitted to recover any Indemnified Costs Damages under Section 9.1(a) until such Damages exceed the Deductible, at which point the Buyer shall recover such Damages in excess of the Deductible; and (iii) subject to Section 9.6, the amount of Damages that may be recovered by the Buyer under this Article IX shall not exceed the balance of the Escrow Account and shall be payable solely out of the Escrow Account pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after terms of the Closing DateEscrow Agreement; provided, however, that written claims for indemnification the limitations set forth in clauses (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach this Section 9.5(a) shall not apply in the case of any covenant may be made at any timethe Excluded Matters. (b) Except as set forth in this Agreement, an Indemnified Party will not In no event shall any Company Equityholder have any personal liability for any Damages and the Buyer’s sole recourse for any Damages shall be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth proceeds available in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapEscrow Account. (c) The limitations set forth above in amount of Damages recoverable by an Indemnified Party under this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 Article IX with respect to any breach of an indemnity claim shall be reduced by (i) the Fundamental Representations amount of any net Tax benefit actually received in cash or in actual reduction of a current Tax liability by the Indemnified Party (or an Affiliate thereof) (after first taking into account all other items of income, gain, loss, deduction or credit (or any other Tax attributes) of such Person) directly attributable to the incurrence or payment of the underlying obligations relating to such indemnity claim in the taxable year of such incurrence or payment and the next taxable year immediately following such taxable year and (ii) the indemnification obligations set forth amount of any insurance payment received by such * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim. An Indemnified Party shall use commercially reasonable efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it is entitled, the proceeds of which would provide compensation with respect to the Damages that are the subject of such indemnity claim. If an Indemnified Party (or an Affiliate thereof) receives any insurance payment in connection with any claim for Damages for which it has already been paid under this Article XI IX, the Indemnifying Party shall be reimbursed within 30 days after received such insurance payment by an amount equal to the lesser of (A) the amount previously received by the Indemnified Party under this AgreementArticle IX with respect to such claim or (B) the amount of such insurance payment; provided that, if the indemnity claim was made by Buyer, (x) if the reimbursement is to be paid prior to the termination of the Escrow Account, it shall be paid to the Escrow Account to be held in the Escrow Account, (y) if the reimbursement is to be paid after the termination of the Escrow Account and at the time of such reimbursement the amount of outstanding open indemnity claims exceed the amount the held in the Escrow Account, then the amount of such excess (or, if such reimbursement is less than the amount of such excess, the amount of such reimbursement) shall be paid to the Escrow Agent to be held in the Escrow Account, and Buyer shall pay any remaining amount of such reimbursement to the Company Equityholders and (z) if the reimbursement is to be paid after the termination of the Escrow Account and at the time of such reimbursement the there are no open indemnity claims, then Buyer shall pay the amount of such reimbursement to the Company Equityholders. (d) Each Party acknowledges Except with respect to claims for actual fraud against the individual guilty of such fraud, claims against the Stockholders’ Representative pursuant to the Stockholder Rep Confidentiality Agreement and agrees thatclaims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, from and after the Closing Date(i) subject to the last sentence of Section 11.9, except as otherwise set forth in the rights of the Indemnified Parties under this Article XII of this Agreement, Buyer’s and IX shall be the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise relating to the Indemnified Costs transactions that are the subject of, this Agreement and (ii) subject to Section 9.6, the proceeds available in the Escrow Account shall be in accordance with, the sole and limited by, exclusive means for the provisions set forth in Buyer to collect any Damages for which it is entitled to indemnification under this Article XIIX. Without limiting the generality of the foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) For purposes of determining this Article IX, (i) if the Company Equityholders comprise the Indemnifying Party, any Losses resulting from references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be deemed to refer to the Stockholder Representatives and (ii) if the Company Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a breach right to receive any payments) shall be deemed to refer to the Stockholder Representatives. (f) Notwithstanding anything to the contrary in this Agreement, the Company Equityholders shall not have any liability to the Buyer if any Tax attributes of the Company or any Subsidiary (including net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, the Buyer, or any of their Affiliates for any taxable period or portion thereof ending after the SN Parties’ representations Closing Date. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in has been filed separately with the SN Parties’ representations Securities and warranties shall be disregardedExchange Commission.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party Purchaser and its Affiliates shall not be liable entitled to recover for any Indemnified Costs Losses until such time as the Losses in the aggregate to which Purchaser and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Purchaser Loss Threshold”), at which time Purchaser shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Purchaser Loss Threshold. In determining the amount of Losses for which the Purchaser or its Affiliates are entitled to be indemnified by Parent pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i8.2(a) for Indemnified Costs arising out of a breach of, or inaccuracy in, any representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in Article IIIthe applicable representation or warranty shall be disregarded. In no event shall Parent’s actual cumulative liability for Losses in connection with the Transactions exceed ten percent (10%) of the Purchase Price; provided, however, that the foregoing limitations set forth in this Section 4.1, 8.6(a) shall not apply to Losses that are recoverable pursuant to Parent’s indemnification obligations under Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 8.2(d). Each Loss for which Purchaser or its Affiliates is entitled to recovery shall be reduced by (i) the “Fundamental Representations”) may be made at amount of any time insurance proceeds to which Purchaser or its Affiliates is entitled with respect to such Loss and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at indemnity, contribution or other similar payment that Purchaser or its Affiliates receives from any timethird party with respect to such Loss. (b) Except as set forth If Purchaser receives any payment from Parent in this Agreement, an Indemnified Party will not be entitled respect of any Losses pursuant to any Indemnified Costs with respect to any individual Claim that does not equal Section 8.2 and Purchaser could have recovered all or exceed $150,000 a part of such Losses from a third party (the a “Individual Indemnity ThresholdPotential Contributor”) based on the underlying Claim, Purchaser shall, to the extent permitted by applicable Legal Requirement and all any contractual provision, assign such Claims that equal or exceed of its rights to proceed against the Individual Indemnity Threshold must collectively also exceed Potential Contributor as are necessary to permit Parent to recover from the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for Potential Contributor the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capsuch payment. (c) The limitations Parent and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Parent and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Seller Loss Threshold”), at which time Parent shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Seller Loss Threshold; provided, however, that the foregoing limitation set forth above in this Section 11.4 8.6(c) shall not apply to any claim for Losses that are recoverable pursuant to Purchaser’s indemnification obligations under Section 11.1 with respect 8.3(d). In determining the amount of Losses for which the Seller or its Affiliates are entitled to be indemnified by Purchaser pursuant to Section 8.3(a) for a breach of, or inaccuracy in, any representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. In no event shall Purchaser’s actual cumulative liability for Losses in connection with the Transactions exceed ten percent 10% of the Purchase Price. Each Loss for which Parent or its Affiliates is entitled to recovery shall be reduced by (i) the Fundamental Representations amount of any insurance proceeds to which Parent or its Affiliates is entitled with respect to such Loss and (ii) the indemnification obligations set forth in this Article XI of this Agreementany indemnity, contribution or other similar payment that Parent or its Affiliates receives from any third party with respect to such Loss . (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the Notwithstanding any other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV provision of this Agreement for which Buyer Indemnified Parties would be entitled to indemnificationthe contrary, any dollar in no event shall Losses include a party’s incidental or materiality qualifications in the SN Parties’ representations and warranties shall be disregardedconsequential damages or special or punitive damages to such party.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party shall not be liable for any Indemnified Costs obligations of the parties pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party 9 shall be limited to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or claims made prior to the last date of survival of the applicable representation, warranty or covenant referred to in this Agreement (and the absence of any express survival period shall be construed to mean that is eighteen such representation, warranty or covenant survives without limit). Without limiting the foregoing, the obligation of the parties pursuant to Section 9.3(b) and 9.3(d) shall survive for a period of one (181) months after of year following the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out and shall thereafter be null and void and of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeno further effect. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the The amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate either party's liability of the SN Parties under Section 11.1 of this Agreement shall not exceed be determined taking into account (A) any applicable insurance proceeds actually received by the Indemnity Cap. Except as set forth belowother party, and (B) any other savings realized in connection with such liability that actually reduce the maximum aggregate liability overall impact of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapLosses upon the other party. (c) The limitations set forth above Notwithstanding anything in this Section 11.4 Agreement to the contrary, CILP and COLP shall have no liability to any Buyer Indemnified Party unless the valid claims hereunder collectively aggregate more than $60,000, in which event the full amount of such valid claims shall be actionable, up to the cap described below in this paragraph (c) (except for any claim based on fraud by CILP or COLP in connection with this Agreement, which claim shall not apply be subject to any claim for indemnification under the limitations of this Section 11.1 with respect to any breach of 9.4(c)). Further, (i) the Fundamental Representations any recovery against CILP or COLP hereunder shall be limited to Buyer's actual damages, (ii) the indemnification obligations total recovery or recoveries against CILP and/or COLP based upon "Section 9.3(b) Claims" (as hereafter defined) shall not exceed an amount which, when combined with any and all other recovery or recoveries from CILP and/or COLP based upon Section 9.3(b) Claims, shall not exceed $572,000.00 in the aggregate, and (iii) the total recovery or recoveries against CILP and/or COLP based upon "Non-Section 9.3(b) Claims" (as hereafter defined) shall not exceed an amount which, when combined with any and all other recovery or recoveries from CILP and/or COLP based upon Non-Section 9.3(b) Claims, shall not exceed $300,000. As used herein, the term "Section 9.3(b) Claims" shall refer to all claims against CILP which can be brought only under Section 9.3(b) of this Agreement, and not under any other provision of this Agreement (i.e., claims against CILP which are not, in any way, based upon a breach by CILP or COLP of any representation or covenant set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited byAgreement that is actionable under Section 9.3(a)). As used herein, the provisions set forth in this Article XI. (eterm "Non-Section 9.3(b) For purposes of determining any Losses resulting from Claims" shall refer to all claims against CILP or COLP which can be brought under a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV provision of this Agreement other than Section 9.3(b), whether or not such claim can also be brought under Section 9.3(b). Thus, for purposes of illustration only, a claim by Buyer against CILP or COLP based upon an alleged breach of a representation set forth herein, which Buyer Indemnified Parties representation relates to an action of the Partnership occurring prior to the Closing, would constitute a Non-Section 9.3(b) Claim because, even though such claim could be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.brought under

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party With respect to claims for Losses arising under Section 10.1, the aggregate liability of the Sellers shall not exceed the Purchase Price actually received or entitled to be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given received by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeSellers. (b) Except as The aggregate liability of each Seller for Losses under this ARTICLE X which are indemnifiable by all of the Sellers shall not exceed such Seller’s Pro Rata Percentage of such Losses; provided that the limitation set forth in this Agreement, an Indemnified Party will sentence shall not be entitled to any Indemnified Costs apply with respect to any individual Claim Party that does not equal perpetrated or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal participated in, or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductiblehad actual knowledge of, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapFraud. (c) The limitations set forth above in In calculating amounts payable under this Section 11.4 ARTICLE X, the amount of any indemnified Losses shall not apply be determined without duplication of any other Loss for which an indemnification claim has been made under this Agreement and shall be computed net of (i) payments actually recovered by Purchaser under any insurance policy insurer, including the R&W Insurance Policy, with respect to such Losses (after giving effect to any claim for indemnification deductible or other reasonably incurred and documented out-of-pocket cost of recovery or increase in insurance premiums) and (ii) any other amount actually recovered previously by Purchaser Indemnified Party from any third party with respect to such Losses (after giving effect to any reasonably incurred and documented out-of-pocket cost of recovery). Neither Purchaser nor any of its Affiliates shall have any obligation to pursue any claims under Section 11.1 any insurance policies (including the R&W Insurance Policy) or against any other third parties. (d) No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations or warranties resulting from Fraud. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of or inaccuracy in any representation or warranty set forth in ARTICLE IV or ARTICLE V or the Fundamental Representations or certificate described in Section 9.2(a) and (b) and (ii) the amount of Losses for which any Purchaser Indemnified Party may be entitled to indemnification obligations under this ARTICLE X, each such representation or warranty (other than the representations and warranties set forth in clause (b) of Section 4.7) shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect). (f) Except in the case of any tort claim for Fraud and claims for specific performance, after the Closing, the rights of Purchaser under this Article XI ARTICLE X shall be the exclusive remedy of Purchaser with respect to claims resulting from or relating to any misrepresentation or breach of warranty contained in this Agreement. (dg) Each Party acknowledges and agrees that, after the Closing Date, except Any payments made to a party pursuant to this ARTICLE X shall be treated as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect an adjustment to the Indemnified Costs shall be in accordance with, and limited by, Purchase Price for Tax purposes to the provisions set forth in this Article XIextent permitted by Legal Requirements. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of Notwithstanding anything to the contrary contained in this Section 11.4 shall limit the indemnification obligations hereunderAgreement or in any Ancillary Agreement: (a) The Indemnifying Party Neither NAP, nor any Seller shall not be liable required to provide any indemnification under this ARTICLE IX for breaches of the representation and warranties contained in ARTICLE IV with respect to any Indemnified Costs pursuant to this Article XI claim therefor unless a written claim aggregate Losses from the breach of any one or more of such representations and warranties for which indemnification in accordance with Section 11.2 or Section 11.3 is given by sought exceeds $750,000 (the Indemnified Party “Basket”) and then only to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after extent of the Closing Dateexcess of the aggregate amount of Losses over such amount; provided, however, that written claims the maximum amount of Losses that may be recovered under this ARTICLE IX by Purchaser for breaches of the representations and warranties contained in ARTICLE IV in the aggregate shall not exceed $6,600,000 (the “Cap”). Except as expressly provided in this ARTICLE IX, indemnity obligations of Seller under this ARTICLE IX shall terminate at 11:59 PM prevailing Eastern time on the date determined for the expiration of the indemnification obligation of NAP and Seller in accordance with the applicable provision of Section 9.4. (b) Purchaser shall not be required to provide any indemnification under this ARTICLE IX for breaches of the representation and warranties contained in ARTICLE V with respect to any claim therefor unless aggregate Losses from the breach of any one or more of such representations and warranties for which indemnification is sought exceeds the Basket and then only to the extent of the excess of the aggregate amount of Losses over the amount of the Basket; provided, however, that and the maximum amount of Losses that may be recovered under this ARTICLE IX by Seller and NAP for breaches of the representations and warranties contained in ARTICLE V in the aggregate shall not exceed the Cap. Except as expressly provided in this ARTICLE IX, indemnity obligations of Purchaser under this ARTICLE IX shall terminate at 11:59 PM prevailing Eastern time on the date determined for the expiration of the indemnification obligation of Purchaser in accordance with the applicable provision of Section 9.4. (c) If NAP or Seller breach any representation or warranty for which indemnification may be provided under Section 9.1(a), then, solely for purposes of calculating the dollar amount of Losses for which any Purchaser Indemnified Party is entitled to indemnification for such breach (including the amounts needed to reach the Basket), each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (d) If Purchaser breaches any representation or warranty for which indemnification may be provided under Section 9.2(a), then, solely for purposes of calculating the dollar amount of Losses for which any Seller Indemnified Party is entitled to indemnification for such breach (including the amounts needed to reach the Basket), each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (e) The amount of any Loss for which indemnification is provided under this ARTICLE IX shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Third Party, (ii) insurance proceeds (not including self insurance or insurance with a captive insurance Affiliate) or other cash receipts or sources of reimbursement received as an offset against such Loss, or (iii) an amount equal to the present value of the net Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss. The Indemnified Party shall use reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this ARTICLE IX. If the amount to be netted hereunder from any payment required under this ARTICLE IX is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Costs arising out Party pursuant to this ARTICLE IX, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE IX had such determination been made at the time of a such payment. No party shall be entitled to recover under this ARTICLE IX for Losses suffered because of the breach of any representation or warranty contained in Article IIIthis Agreement or any Ancillary Agreement if at or prior to the Closing such party had Knowledge of the breach of, Section 4.1or inaccuracy in, Section 4.2such representation or warranty; provided, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafterhowever, the Indemnified Party breaching party shall only be entitled to indemnity for bear the amount in excess burden of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and proving that the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XIparty had such Knowledge. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party With respect to Claims for Damages arising under Section 6.1 or 6.2, no Ample Shareholders, on one hand, and neither of Akerna nor the Purchaser, on the other hand, shall not be liable for any Indemnified Costs pursuant such Damages until the aggregate amount of all such Damages for which such Party(ies) may be liable, exceeds $350,000 (at which point the applicable Indemnifying Party(ies) shall become liable for all Damages under Section 6.1 or 6.2, as applicable, from first dollar, and in excess of such amount); provided that the limitation set forth in this sentence shall not apply to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification based on: (i) for Indemnified Costs arising out of a breach of any representation fraud; or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) any claim pursuant to an Akerna Fundamental Representation and Warranty or an Ample Fundamental Representation and Warranty, (iii) any failure of Akerna to satisfy its obligations with respect to the Deferred Consideration under Section 2.19 or the Rights Indenture, or (iv) any Ample Shareholder’s entitlement following the Effective Time to receive Akerna Shares in exchange for Indemnified Costs arising out of a Exchangeable Shares held by such Ample Shareholder or any alleged breach of the Voting and Exchange Trust Agreement, the Exchangeable Share Support Agreement or the rights and entitlements of any covenant may be made at any timeholder of Exchangeable Shares under the articles of incorporation of Purchaser. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such for Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafterbased on fraud, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum total aggregate liability of the SN Parties under Section 11.1 of this Agreement Ample Shareholders for all Claims shall not exceed the Indemnity Cap. Except as set forth below, aggregate value of the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapEscrowed Shares. (c) The limitations set forth above in this Section 11.4 total liability of the Ample Shareholders for all Claims (inclusive of Claims based on fraud) shall not apply exceed the aggregate value of the Escrowed Shares and the Closing Shares. (d) The recovery of Escrowed Shares and Closing Shares pursuant to Section 6.6 shall be the exclusive means for a Purchaser Indemnified Person to collect Damages for which it is entitled to indemnification under this Article 6 from the Ample Shareholders. (e) Except for Claims based on (i) fraud, (ii) with respect to any claim for indemnification failure of Akerna to satisfy its obligations with respect to the Deferred Consideration under Section 11.1 2.19 or the Rights Indenture, or (iii) any Ample Shareholder’s entitlement following the Effective Time to receive Akerna Shares in exchange for Exchangeable Shares held by such Ample Shareholder or any alleged breach of the Voting and Exchange Trust Agreement, the Exchangeable Share Support Agreement or the rights and entitlements of any holder of Exchangeable Shares under the articles of incorporation of Purchaser, the total liability of Akerna and Purchaser shall not exceed the amount determined by multiplying the aggregate number of Escrowed Shares by the Deemed Value Amount. (f) The total liability of Akerna and Purchaser for all Claims (inclusive of Claims based on fraud), except for Claims based on (i) any failure of Akerna to satisfy its obligations with respect to the Deferred Consideration under Section 2.19 or the Rights Indenture, or (ii) any Ample Shareholder’s entitlement following the Effective Time to receive Akerna Shares in exchange for Exchangeable Shares held by such Ample Shareholder or any alleged breach of the Voting and Exchange Trust Agreement, the Exchangeable Share Support Agreement or the rights and entitlements of any holder of Exchangeable Shares under the articles of incorporation of Purchaser, shall not exceed the amount determined by multiplying the aggregate number of Escrowed Shares and Closing Shares by the Deemed Value Amount. (g) An Indemnifying Party shall have no liability to an Indemnified Party for any punitive or exemplary damages except in connection with a Third Party Action. (h) An Indemnifying Party shall have no liability to an Indemnified Party hereunder for any Damages that arise as a result of any proposed or actual promulgation or change of any Applicable Laws which occurs after the Effective Date, whether or not the same takes effect retroactively. (i) An Indemnifying Party shall not have duplicate liability to an Indemnified Party hereunder by virtue of more than one representation, warranty or covenant relating to the same matter or thing. (j) No Ample Shareholder shall have any right of contribution against Ample with respect to any breach by Ample of (i) the Fundamental Representations any of its representations, warranties, covenants or (ii) the indemnification obligations set forth in this Article XI of this Agreementagreements. (dk) Each Any payments made to a Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in pursuant to this Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect 6 or pursuant to the Indemnified Costs Escrow Agreement shall be in accordance with, and limited by, treated as an adjustment to the provisions set forth in this Article XIConsideration for tax purposes to the extent permitted by Applicable Law. (el) For purposes of determining Where any Losses resulting from a breach payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement provision, or in respect of any Claim Notice, and the sum is subject to a charge to Taxes in the hands of the SN Parties’ representations recipient (other than Taxes attributable to a payment being properly treated as an adjustment to the Consideration) the sum payable shall be increased to such sum as will ensure that after payment of such Taxes (and warranties contained after giving credit for any relief available to the recipient in Article III or Article IV respect of this Agreement for which Buyer Indemnified Parties the matter giving rise to the payment) the recipient shall be left with a sum equal to the sum that would be entitled to indemnification, any dollar or materiality qualifications have been received in the SN Parties’ representations and warranties shall be disregardedabsence of such a charge to Taxes.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) The Indemnifying Party In no event shall not Seller be liable for any Indemnified Costs Damages pursuant to this Article XI Section 11.02(a) unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by and until the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after aggregate amount of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity DeductibleDamages exceeds One Hundred Thousand Dollars ($100,000.00), and thereafter, the Indemnified Party in which case Seller shall only be entitled to indemnity liable for the amount all such Damages in excess of the Indemnity Deductible, One Hundred Thousand Dollars ($100,000.00); provided that Damages shall not be subject to the limitations set forth in this Agreement. Except as set forth belowSection 11.03(a) to the extent that such Damages are payable in connection with (i) Seller's breach of Section 8.01; (ii) Seller's failure to pay Buyer amounts due under Sections 4.01(c), 8.09 and 8.10; and (iii) Seller's failure to pay or otherwise satisfy any Excluded Liabilities. (b) In no event shall the maximum aggregate liability of the SN Parties under Seller for any Damages pursuant to Section 11.1 of this Agreement shall not 11.02(a) (other than Damages due to Seller's failure to pay or otherwise satisfy any Excluded Liabilities) exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity CapClosing Payment. (c) The limitations set forth above in this Section 11.4 amount of any Damages under Sections 11.02(a) and 11.02(b) shall not apply be reduced by the amount of any insurance proceeds paid to any claim for indemnification under Section 11.1 with respect the Indemnified Party relating to any breach of (i) the Fundamental Representations or (ii) the indemnification obligations set forth in this Article XI of this Agreementsuch claim. (d) Each Party acknowledges and agrees thatExcept with respect to claims based on fraud, after the Closing DateClosing, except as otherwise set forth in Article XII the right of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and Parties to indemnification under this Article XI shall be the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy of the Buyer Indemnified Parties with respect to the Indemnified Costs shall be claims incurred in accordance connection with, and limited byarising out of, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a or incident to (i) any inaccuracy or breach of any covenant, representation, warranty or other agreement of Seller herein, (ii) Seller's conduct of the SN Parties’ representations and warranties contained in Article III Business prior to the Closing, including Seller's development, manufacturing, marketing, sale or Article IV distribution of this Agreement for which Buyer Indemnified Parties would be entitled the Product prior to indemnificationthe Closing; (iii) the failure of Seller to pay, perform or discharge any dollar Excluded Liabilities; or materiality qualifications in (iv) the SN Parties’ representations and warranties shall be disregardedfailure of Seller or the transactions contemplated herein to comply with the Bulk Sales laws.

Limitations. The following provisions of Notwithstanding anything set forth in this Section 11.4 shall limit Agreement to the indemnification obligations hereundercontrary: (a) The Indemnifying Party Subject to Section 6.4(h) and Section 6.7, (i) the Sellers shall not be liable for have any Indemnified Costs pursuant liability under this Agreement other than in connection with the right of the Buyer to this Article XI unless a written claim for indemnification set-off Damages against amounts due under the Deferred Payments in accordance with Section 11.2 6.6 and (ii) except in connection with any breach of a representation or warranty set forth in Section 11.3 is given 2.22, Sellers shall not have any liability in the aggregate in excess of the aggregate amount of Deferred Payments made by the Buyer hereunder. (b) Buyer Indemnified Party Parties shall not be entitled to recovery under Section 6.2(a) unless the Indemnifying Party amount of Damages suffered or incurred by the Buyer Indemnified Parties in connection with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after breaches of the Closing Date; providedrepresentations and warranties exceeds $15,000. (c) Except in connection with breaches of any Fundamental Representations or any representation or warranty contained in Section 2.6, howeverthe Buyer Indemnified Parties shall not be entitled to recovery under Section 6.2(a) unless and until the aggregate amount of the Damages suffered or incurred by the Buyer Indemnified Parties exceeds $150,000, that written claims in which event the Buyer Indemnified Parties shall be entitled to recovery for indemnification the full amount of Damages from the first dollar. (id) for Indemnified Costs arising out For purposes of a this Section 6, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality or other similar qualification contained in Article III, Section 4.1, Section 4.2, Section 4.3, Section 4.6, Section 4.7, Section 4.8, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any timeor otherwise applicable to such representation or warranty. (be) Except All Damages recoverable by the Buyer as set forth a right of the Buyer to set-off against amounts due under the Deferred Payments in accordance with Section 6.6 shall be net of any proceeds the Buyer actually recovers under any available insurance less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums. Following the Closing, the Buyer and the Company Parties shall use commercially reasonable efforts to claim any damages or losses under any insurance policies maintained by or for the benefit of the Buyer or the Company Parties or otherwise covering the business of the Company Parties if and to the extent they are seeking indemnification for such damages or losses hereunder. (f) Notwithstanding any other provision in this AgreementAgreement to the contrary, an Indemnified except in connection with Third Party will Claims, the Buyer shall not be entitled to a right of set-off against amounts due under the Deferred Payments in accordance with Section 6.6 for any Indemnified Costs for damage to reputation, lost business opportunities, lost profits, mental or emotional distress, incidental, special, consequential, exemplary, punitive, or indirect damages, interference with respect to any individual Claim that does not equal business operations or exceed $150,000 (the “Individual Indemnity Threshold”) and all such Claims that equal or exceed the Individual Indemnity Threshold must collectively also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount diminution in excess value of the Indemnity Deductiblebusiness or the Units (but not diminution in value of any particular asset of the business). (g) All amounts recovered by the Buyer as a right of set-off against amounts due under the Deferred Payments in accordance with Section 6.6 shall be treated by the Parties as an adjustment to the Purchase Price. (h) Notwithstanding the foregoing, subject to none of the limitations set forth in this Agreement. Except as Section 6, whether time-based, monetary or otherwise, including the survival periods set forth belowin Section 6.1 and the limitations in Section 6.4(a), shall apply to any Damages resulting from the maximum aggregate liability willful misconduct, criminal act or fraud of the SN Parties under Section 11.1 of this Agreement shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 of this Agreement shall not exceed the Indemnity Capa Party hereto. (ci) The limitations set forth above in To the extent that a Tax Benefit is actually realized by an Indemnified Party as a result of Damages recovered by such Indemnified Party pursuant to Section 6.2 or Section 6.3, the Indemnified Party shall refund to the Indemnifying Party the amount of such Tax Benefit promptly after the Tax Return reflecting such Tax Benefit is filed with the applicable Taxing authority. For purposes of this Section 11.4 6.4(i), a “Tax Benefit” means an amount by which the Tax liability of an Indemnified Party is actually reduced by a deduction, reduction of income or entitlement to refund (including through a carry back to a prior taxable period) or credit. This Section 6.4(i) shall not apply be construed to require any claim for Indemnified Party to (x) amend any Tax Return (y) pay any amount to an Indemnifying Party the payment of which would place the Indemnified Party in a less favorable net after-Tax position than the Indemnified Party would have been in if the Damages subject to indemnification under Section 11.1 and giving rise to the Tax Benefit had not been incurred and the indemnification payments with respect to such Damages had never been paid, or (z) make available its Tax returns (or any breach other information relating to its Taxes that it deems confidential) to the Indemnifying Party or any other Person. The Indemnifying Party shall, upon the request of the Indemnified Party, repay to the Indemnified Party the amount paid to such Indemnifying Party pursuant to this paragraph (i) (plus any penalties, interest or other charges imposed by the Fundamental Representations or (iirelevant Taxing authority) in the indemnification obligations set forth in this Article XI of this Agreement. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Article XII of this Agreement, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to event that the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from Party is required to repay a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV of this Agreement for which Buyer Indemnified Parties would be entitled related Tax Benefit to indemnification, any dollar or materiality qualifications in the SN Parties’ representations and warranties shall be disregarded.such Taxing authority